Common use of Termination and Payment Clause in Contracts

Termination and Payment. Following termination of this Agreement pursuant to clause (B) of Section 7.02 as a result of any Reorganization Event, the Calculation Agent shall determine the Merger Payment. As promptly as reasonably practicable after calculation of the Merger Payment, the Calculation Agent shall deliver to Buyer and Seller a notice (the "Merger Payment Amount Notice") specifying the Merger Payment. Not later than three Business Days following delivery of a Merger Payment Amount Notice, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer (or an affiliate of Buyer designated by Buyer) in an amount equal to the Merger Payment. Notwithstanding the foregoing, to the extent that any Marketable Securities are received by holders of Common Stock in such Reorganization Event, then in lieu of delivering cash as provided in the immediately preceding sentence, Seller may deliver Marketable Securities with an equal value (as determined by the Calculation Agent in its discretion in a commercially reasonable manner).

Termination and Payment. Following termination of this Agreement pursuant to clause (B) of Section 7.02 as a result of any Reorganization Event, the Calculation Agent shall determine the Merger Payment. As promptly as reasonably practicable after calculation of the Merger Payment, the Calculation Agent shall deliver to Buyer and Seller a notice (the "Merger Payment Amount Notice") specifying the Merger Payment. Not later than three Business Days following delivery of a Merger Payment Amount Notice, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer (or an affiliate of Buyer designated by Buyer) in an amount equal to the Merger Payment. Notwithstanding the foregoing, to the extent that any Marketable Securities are received by holders of Common Stock in such Reorganization Event, then in lieu of delivering cash as provided in the immediately preceding sentence, Seller may deliver Marketable Securities with an equal value (as determined by the Calculation Agent in its discretion in a commercially reasonable manner).