Common use of Future Transactions Clause in Contracts

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g); (B) 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8.1(d) or Section 8.1(g), an Acquisition Proposal has been publicly announced or publicly disclosed (and not publicly withdrawn prior to the termination of the Agreement as described in clause (A)); and (C) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent an amount equal to the Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b), which Schedule may be updated by written notice by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g8.1(e); (B) 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or Section 8.1(g8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed (and not publicly withdrawn prior or, in the case of a termination pursuant to Section 8.1(e) only, otherwise communicated to the termination of the Agreement as described in clause (A))Company; and (C) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g8.1(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, then the Company will will, concurrently with the earlier of the consummation of such Acquisition TransactionTransaction and such entry into a definitive agreement, pay or cause to be paid to Parent or its designee an amount equal to $112,000,000 (the “Company Termination Fee Fee”) by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(b), which Schedule may be updated writing by written notice by Parent from time to time)Parent. For purposes of this Section 8.3(b)(i), all references to “15 percent15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent50%.”