Common use of Payment of Certain Fees Clause in Contracts

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to $200 million (the "Termination Fee"). (b) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d)(iv) hereof and (x) a Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, (y) concurrently with or within twelve (12) months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) pay to Parent 50% of the Termination Fee.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.1(b)(ii) or 10.1(b)(iii) by the Company pursuant to Section 10.1(c)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to U.S. $200 million 5,400,000 (the "Termination FeeTERMINATION FEE"). (b) If (i) this Agreement is terminated by (A) Parent pursuant to Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 9.1(d)(iv10.1(d)(i), or (C) hereof Parent or the Company pursuant to Section 10.1(d)(ii), and (xii) the Minimum Condition or any of the conditions listed in Section (c) of Annex I to this Agreement shall fail to have been satisfied as of the date of such termination, and (iii) it has become publicly known that a Takeover Proposal or amended Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, effective date of such termination and (yiv) concurrently with or within twelve (12) 12 months of the date of such termination to a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) Event, if any, pay to Parent 50% of the Termination Fee.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.1(b)(ii) or Section 10.1(b)(iii) or by the Company pursuant to Section 10.1(c)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to $200 U.S.$80 million (the "Termination FeeTERMINATION FEE"). (b) If (i) this Agreement is terminated by (A) Parent pursuant to Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 9.1(d)(iv10.1(d)(i), or (C) hereof Parent or the Company pursuant to clause 10.1(d)(ii) and either the Minimum Condition or any of the conditions listed in Section (c) of Annex I to this Agreement shall fail to have been satisfied and (xii)(A) a Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, effective date of such termination and (yB) concurrently with or within twelve (12) 12 months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day business day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) ), if any, pay to Parent 50% of the Termination Fee.