Common use of Termination Fee and Expense Reimbursement Clause in Contracts

Termination Fee and Expense Reimbursement. (a) In the event that this Agreement is validly terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(c)(i) (provided that with respect to Section 8.1(b)(i) and Section 8.1(c)(i), the Requisite Company Stockholder Vote has not been obtained) and (i) a Takeover Proposal was publicly proposed or announced by any Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) after the date of this Agreement and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)), and (ii) within twelve (12) months of such termination the Company shall consummate a Takeover Proposal or enter into a definitive agreement for a Takeover Proposal that is subsequently consummated (within such twelve (12)-month period or within six (6) months thereafter) with the Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) that publicly proposed or announced the Takeover Proposal in sub-clause (i), then, on the date of consummation of such transaction, the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”.

Termination Fee and Expense Reimbursement. (a) In the event that this Agreement is validly terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(c)(i) (provided that with respect to Section 8.1(b)(i) and Section 8.1(c)(i), the Requisite Company Stockholder Vote has not been obtained) and (i) a Takeover Proposal was publicly proposed or announced by any Person (including, without limitation, the Company or the Person making the Takeover Proposal) or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) ), in each case after the date of this Agreement May 4, 2021 and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)), and (ii) within twelve (12) months of such termination the Company shall consummate a Takeover Proposal or enter into a definitive agreement for a Takeover Proposal that is subsequently consummated (within such twelve (12)-month period or within six (6) months thereafter) with the Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) that publicly proposed or announced made the Takeover Proposal in sub-clause (i), then, on the date of consummation of such transaction, the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”.

Termination Fee and Expense Reimbursement. (a) In the event that If, but only if, (i) this Agreement is validly terminated (A) by either the Company or Parent H&H Group pursuant to Section 8.1(b)(i7.01(e) or (B) by the Company pursuant to Section 7.01(f) and (ii) (A) the Competing Proposal that results in the action or event that forms the basis for any of the terminations contemplated by Section 7.05(a)(i)(A) or Section 8.1(b)(iii7.05(a)(i)(B) is first submitted, provided to or by Parent pursuant made known to Section 8.1(c)(i) the Company Board (provided that with respect to Section 8.1(b)(i) and Section 8.1(c)(ior any committee thereof, including the Special Committee), or publicly announced to the Requisite Company Stockholder Vote has not been obtained) and Company’s stockholders by the person making the Competing Proposal, before the Solicitation Period End Date (i) a Takeover Proposal was publicly proposed or announced by any Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) after the date of this Agreement and not withdrawn or abandoned as of such termination (or, in the case of a termination pursuant to Section 8.1(b)(i) an Exempt Person, before the Cut-Off Date), whether or Section 8.1(c)(i)) not such Competing Proposal is thereafter amended, modified or changed in any manner after the time of the Company Stockholders Meeting Solicitation Period End Date (or, in the case of a termination pursuant to Section 8.1(b)(iii)an Exempt Person, after the Cut-Off Date), and or (iiB) within twelve (12the Adverse Recommendation Change that results in the action or event that forms the basis for the termination contemplated by Section 7.05(a)(i)(A) months of such termination is in connection with an Intervening Event, then the Company shall consummate a Takeover Proposal or enter into a definitive agreement for a Takeover Proposal that is subsequently consummated (within such twelve (12)-month period or within six (6) months thereafter) with the Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) that publicly proposed or announced the Takeover Proposal in sub-clause (i)pay, then, on the date of consummation of such transaction, the Company shall pay or cause to be paid paid, to Parent (or its designees) H&H Group the Solicitation Period Termination Fee by wire transfer of immediately available funds (x) within two (2) business days after the termination date, in the case of Section 7.05(a)(i)(A) or (y) substantially concurrently with such termination, in the case of Section 7.05(a)(i)(B); provided, that if such Solicitation Period Termination Fee is not paid to an account designated in writing by Parent. For purposes H&H Group within two (2) business days following the termination of this Agreement pursuant to Section 8.3(a7.01(f), each reference to “20%” or “80%” in the definition of “Takeover Proposal” such termination shall be deemed to be a reference to “50%”null and void.