Common use of Future Transactions Clause in Contracts

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) (if, at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(d) or (e)), Section 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in (x) Section 7.1(b) would have been satisfied or capable of being satisfied and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not publicly withdrawn or otherwise publicly abandoned; and (D) within one year of such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated (whether such consummation occurs before or after the one-year anniversary of such termination), then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) and at such time, Parent could have terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(e) or (ifIII) by Parent or the Company pursuant to Section 8.1(c) and, at the time of such termination, Parent would have been entitled each condition to terminate this Agreement pursuant to the Offer set forth in Section 8.1(d1.1(a) or and Annex A (e))other than the Minimum Condition, Section 8.1(d) or Section 8.1(e); (B) at the time of such termination, the other than conditions set forth in clauses (xd)(i) Section 7.1(bthrough (d)(iv) of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would have be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied (or capable of being satisfied and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if ) or waived and the date of such termination was the Closing DateMinimum Condition has not been satisfied; (CB) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e)any such termination, an Acquisition Proposal has been publicly made to the Company or the Company Board or announced or publicly disclosed and not publicly withdrawn or otherwise publicly abandoned; and (DC) within one year of such termination of this Agreementtermination, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated (in each case, whether such consummation occurs before or after not the one-year anniversary of such terminationAcquisition Proposal referenced in the preceding clause), then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentParent prior to the execution of this Agreement, as may be updated by Parent by written notice to the Company no more than one (1) Business Day before a payment to Parent is due hereunder. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) (if, at Termination Date) (and in the time case of such terminationtermination under Section 8.1(c), the Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(d) or (e)Termination Fee is not payable), Section 8.1(d) (No Vote) or Section 8.1(e) (Company Breach); (B) at the time of such termination, the conditions set forth in (x) Section 7.1(b) would have been satisfied or capable of being satisfied and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e)Agreement, an Acquisition Proposal has been publicly announced or publicly disclosed and or delivered to the Company Board and, in the case of a termination under Section 8.1(d) (No Vote), such Acquisition Proposal is not publicly withdrawn or otherwise publicly abandonedabandoned at least one Business Day before such vote is taken on the adoption of this Agreement; and (DC) within one year of such termination of this Agreementtermination, either an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) and such Acquisition Transaction is subsequently consummated (whether such or is subsequently terminated before consummation occurs before or after but a subsequent Acquisition Transaction is entered into in connection with the one-year anniversary termination of such terminationAcquisition Transaction and such subsequent Acquisition Transaction is subsequently consummated), then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), Fee by wire transfer of immediately available funds to an the account designated by Parent or accounts designated in writing by Parentits designee. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50%50 percent.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) (if), at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(d) or Section 8.1(e) (ebut only if such termination pursuant to Section 8.1(e) is a result of the Company’s breach or failure to perform any of its covenants which breach or failure to perform would result in a failure of a condition set forth in Section 7.2(b)); (B) with respect to any such termination pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e); (B) at , after the time of such termination, the conditions set forth in (x) Section 7.1(b) would have been satisfied or capable of being satisfied Agreement Date and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if the date of prior to such termination was the Closing Datean Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (C) following the execution and delivery within one year of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not publicly withdrawn or otherwise publicly abandoned; and (D) within one year of such termination of this Agreementas applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated (whether such consummation occurs before or after the one-year anniversary of such termination)Transaction, then the Company will, concurrently with the consummation of such Acquisition TransactionTransaction or entry into such definitive agreement, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), Fee by wire transfer of immediately available funds to an the account or accounts designated in writing Schedule 8.3(b) (which Schedule may be updated by ParentParent from time to time). For purposes of this Section 8.3(b)(i), (i) all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (ii) all references to “Acquisition Transaction” shall exclude any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is initiated by the Company and any asset sale or similar transaction in connection therewith. For the avoidance of doubt, for purposes of this Section 8.3(b)(i), all references to “Acquisition Transaction” shall include any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is proposed by an unaffiliated third party as a means by which such third party were to acquire, and such third party does actually acquire, 50% or more of the Company Owned Intellectual Property for aggregate consideration equal to or in excess of $5,000,000.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) (if, at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(d) or (e)), Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c), at the time of such termination, the conditions set forth in (x) Section 7.1(b) would and Section 7.1(c) have been satisfied or are capable of being satisfied and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if the date of such termination was the Closing Date; (C) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, and not publicly withdrawn or otherwise publicly abandoned; and (DE) within one year of such the termination of this AgreementAgreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated (whether such consummation occurs before or after the one-year anniversary of such termination)consummated, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentParent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time). For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.”