Common use of Expenses; Termination Fees Clause in Contracts

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all Transaction Expenses shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto (b) If this Agreement is terminated: (i) by the Company pursuant to Section 8.1(f); (ii) by Parent pursuant to Section 8.1(d); or (iii) by Parent or the Company pursuant to Section 8.1(c) or Section 8.1(e) or by Parent pursuant to Section 8.1(g), and: (A) any Person shall have publicly disclosed an Acquisition Proposal after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination); and (B) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated (provided that for purposes of this clause (B) the references to “15%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”),

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all Transaction Expenses fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto. (b) If this Agreement is terminatedIn the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) by Parent or the Company (x) this Agreement is terminated pursuant to Section 8.1(c) or 8.1(b), Section 8.1(e) ), or by Parent pursuant to Section 8.1(g), and: (Ay) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date of this Agreement hereof and prior to such termination (unless such Acquisition Proposal is irrevocably, in good faith and publicly withdrawn prior to such termination); ) and (Bz) within 12 twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any an Acquisition Proposal that is thereafter or consummated an Acquisition Proposal (provided that for purposes of this clause (Bz) the references to “1520%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%”),; then, in any such event under clause “(i)”, “(ii)” or “(iii)” of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(ii), within two (2) business days after such termination, (y) prior to (or if the Specified

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all Transaction Expenses fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto. (b) If this Agreement is terminatedIn the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) or Section 8.1(h); or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c8.1(b) or (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e8.1(b)) or by Parent pursuant to Section 8.1(g8.1(f), and: (Ay) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date of this Agreement hereof and prior to such termination (unless termination, or such Acquisition Proposal is otherwise publicly known prior to such termination, and such Acquisition Proposal has not been publicly withdrawn prior to such termination); termination and (Bz) within 12 twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any or consummated an Acquisition Proposal that is thereafter consummated (Proposal; provided that for purposes of this clause (Bz) the references to “1520%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%”),;

Expenses; Termination Fees. (a) Except as set forth in this Section 8.38.3 and Section 9.8, all Transaction Expenses fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto. (b) If this Agreement is terminatedIn the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c8.1(b) or (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to proviso (y) to Section 8.1(e8.1(b)) or by Parent pursuant to Section 8.1(g8.1(f), and: (AB) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date of this Agreement hereof and prior to such termination (unless withdrawn prior to such termination); and (BC) within 12 twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any to, or consummated, an Acquisition Proposal that is thereafter consummated (Proposal; provided that for purposes of this clause (BC) the references to “1520%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%”),;

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all Transaction Expenses fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto. (b) If this Agreement is terminatedIn the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c8.1(b) or (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to proviso (y) to Section 8.1(e8.1(b)) or by Parent pursuant to Section 8.1(g8.1(f), and: (AB) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date of this Agreement hereof and prior to such termination (unless and such Acquisition Proposal has not been publicly withdrawn prior to such termination); termination and (BC) within 12 twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any to, or consummated, an Acquisition Proposal that is thereafter consummated (Proposal; provided that for purposes of this clause (BC) the references to “1520%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%”),;

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all Transaction Expenses fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments or supplements thereto. (b) If this Agreement is terminatedIn the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) or Section 8.1(h); or (iii) (1) this Agreement is terminated by Parent or the Company pursuant to Sections 8.1(b) (provided in the case of a termination by the Company pursuant to Section 8.1(c8.1(b) that the right to terminate this Agreement pursuant to Section 8.1(b) was also available to Parent) or Section 8.1(e8.1(i) or by Parent pursuant to Section 8.1(g8.1(f), and: (A2) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date of this Agreement prior to such termination, or such Acquisition Proposal is otherwise publicly known prior to such termination, and such Acquisition Proposal has not been publicly withdrawn prior to such termination (unless withdrawn prior to such termination); and (B3) within 12 fifteen (15) months of after such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any or consummated an Acquisition Proposal that is thereafter consummated (Proposal, provided that for purposes of this clause (B3) the references to “15%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%”),

Expenses; Termination Fees. (a) Except as set forth in If this Agreement is terminated pursuant to Section 8.35.1(b)(iii) or Section 5.1(c), all Transaction Expenses shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and then the Company shall share equally all fees and expensesshall, other no later than attorneys’ feesthree Business Days after the date of such termination, incurred in connection with pay the filing, printing and mailing Termination Fee to the Purchaser (or its designee) by wire transfer of the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendments same day funds to one or supplements theretomore accounts designated by Purchaser (or its designee). (b) If (i) this Agreement is terminated: (i) terminated by the Company pursuant to Section 8.1(f); (ii) by Parent pursuant to Section 8.1(d); or (iii) by Parent Purchaser or the Company pursuant to Section 8.1(c5.1(b)(ii) or and at the time of termination all conditions to the consummation of the Proposed Transaction set forth in Section 8.1(e2.3(a) or by Parent pursuant to and Section 8.1(g2.3(b), and: have been satisfied or waived (Aor are then capable of being satisfied), and (ii) any Person shall have publicly disclosed an Acquisition Proposal shall have been publicly announced after the date of this Agreement and prior to such termination (unless not withdrawn prior to the date of such termination); and (B) , then if within 12 twelve months following the date of such termination termination, the Company shall have consummated enters into a Definitive Transaction Agreement or consummates an Acquisition Proposal or shall have entered into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated (provided that for purposes of this clause (B) the references proviso, each reference to “1520%” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references a reference to “50%”),, then the Company shall pay to the Purchaser in immediately available funds, concurrently with the occurrence of the applicable event described herein, the Termination Fee.