Termination Fee and Expense Fee. (a) If (i) there shall be a material breach by the Company of this Agreement, or (ii) the Company shall have delivered (or been obligated to deliver) to the Investor a Notice of Superior Proposal, then the Company shall promptly, but in no event later than five business days after the first to occur of any such event described in clauses (i) and (ii) (or earlier if required pursuant to Section 6.1 (c)) (the "Payment Date"), pay the Investor a fee of $300,000 (the "Termination Fee") on the Payment Date in cash in immediately available funds by wire transfer to an account designated by the Investor and the Company shall also pay the Investor the Expense Fee (as defined in Section 7.11).
Termination Fee and Expense Fee. (a) In addition to any other amounts which may be payable or become payable pursuant to this Agreement, the Company shall, at the Closing and from time to time after the Closing, or in the case of any termination of this Agreement other than termination by the Company pursuant to Section 6.1(d)(ii) or (iii), promptly, but in no event later than five business days after such termination, reimburse Investor for all its out-of-pocket expenses and fees (including, without limitation, fees payable to all banks, investment banking firms and other financial institutions, and their respective agents and counsel, and all fees of counsel, accountants, experts and consultants to Investor and its affiliates), whether incurred prior to, on or after the date hereof, in connection with the Investment Transactions, the refinancing of the Company's indebtedness and the consummation of all transactions contemplated by this Agreement (such fee, the "Expense Fee"); provided, however, that the Expense Fee shall not exceed $200,000.
Termination Fee and Expense Fee. (a) Without limiting Section 7.10, if (i) there shall be a material breach by the Company of this Agreement or (ii) the Company shall have delivered (or been obligated to deliver) to the Investors a Notice of Superior Proposal or (iii) any third party acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock, then the Company shall promptly, but in no event later than five business days after the first to occur of any such event described in clauses (i) through (iii) (or earlier if required pursuant to Section 6.1(e)) (the "Payment Date"), reimburse the Investors for all reasonable ------------ out-of-pocket expenses and fees payable by them or their affiliates (including, without limitation, fees and expenses of all counsel, printers, banks, financial advisors and other financial institutions, and their respective agents) (the "Expense Fee") related to the transactions contemplated by this Agreement, such ----------- amount to be paid on the Payment Date in cash in immediately available funds by wire transfer to an account designated by the Investors and, further, if the event set forth in clause (ii) above shall occur prior to the Initial Closing, the Company shall also pay the Investors a fee of $375,000 (the "Termination ----------- Fee") on the Payment Date in cash in immediately available funds by wire --- transfer to an account designated by the Investors.
Termination Fee and Expense Fee. In the event that the Merger Agreement is terminated: (i) by (A) Parent pursuant to clause (v) or clause (vii) under "—Termination" above (but only in the case of the Company's breach or failure to perform any of its covenants or agreements contained in the Merger Agreement) or (B) the Company pursuant to clause (vi) or clause (xi) under "—Termination" above, then the Company shall pay to Parent or its designee, within two business days following the date of such termination by Parent pursuant to clause (A), or prior to or concurrently with such termination by the Company pursuant to clause (B), an amount in cash equal to $26,720,000 (the "Termination Fee"); or (ii) (A) by either Parent or the Company pursuant to clause (iii) under "—Termination" above, (B) prior to the Offer Termination a Competing Proposal shall have been publicly disclosed and not withdrawn, and (C) within twelve months after the termination of the Merger Agreement, the Company shall have entered into a definitive agreement with respect to any Competing Proposal and such Competing Proposal is subsequently consummated, then the Company shall pay to Parent or its designee, within two business days after the consummation of such Competing Proposal, the Termination Fee; provided that for purposes of clause (ii) of this paragraph, the term "Competing Proposal" shall have the meaning assigned to such term, except that all percentages therein shall be changed to "50%". In addition, in the event that the Merger Agreement is terminated by Parent or the Company pursuant to pursuant to clause (iii) under "—Termination" above, then the Company shall reimburse Parent for its reasonable documented out-of-pocket expenses incurred by Parent in connection with the negotiation, execution and performance of the Merger Agreement in an amount not to exceed $7,500,000 in the aggregate (the "Expense Fee"), by wire transfer of immediately available funds on the second business day following the date of such termination of the Merger Agreement; provided, that the existence of circumstance which would require the Termination Fee to become payable by the Company shall not relieve the Company of its obligations to pay the Expense Fee described in this paragraph; provided, further, that in the event that the Termination Fee is paid to Parent, the amount of the Termination Fee shall be reduced by the amount of the Expense Fee required to be paid to Parent described in this paragraph. Each of the Company, Parent and ...
