Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company pursuant to Section 7.1(b)(iii) hereof and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day of such termination, or in the case of subclause (A) such consummation, a termination fee equal to $1,000,000 (the "Termination Fee"), payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement and the transactions contemplated hereby in an amount not to exceed $200,000, which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that, no payment made by the Company pursuant to this -------- Section

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this ------------------------- Agreement pursuant to Section 7.37.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), all fees Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company senior management of Charter or shall have has been made directly to its stockholders generally or any person Person shall have publicly announced (and not withdrawn) an intention Acquisition Proposal with respect to Charter and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the Company either CenterState or Charter pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, Charter enters into any agreement or in consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The Company acknowledges that then Charter shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter date it enters into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement such agreement and the transactions contemplated hereby in an amount not to exceed $200,000date of consummation of such Acquisition Transaction, which payments shall be in addition to pay CenterState the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of Acquisition Transaction to this -------- Section“20%” shall instead refer to “50%.”

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Sunshine shall pay to CenterState a termination fee equal to $7,068,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this ------------------------- Agreement pursuant to Section 7.37.01(g) or Sunshine terminates this Agreement pursuant to Section 7.01(h), all fees Sunshine shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company senior management of Sunshine or shall have has been made directly to its stockholders shareholders generally or any person Person shall have publicly announced (and not withdrawn) an intention Acquisition Proposal with respect to Sunshine and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the Company either CenterState or Sunshine pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite Sunshine Shareholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, Sunshine enters into any agreement or in consummates a transaction with respect to an Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The Company acknowledges that then Sunshine shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter date it enters into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement such agreement and the transactions contemplated hereby in an amount not to exceed $200,000date of consummation of such transaction, which payments shall be in addition to pay CenterState the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of Acquisition Proposal to this -------- Section“20%” shall instead refer to “50%.”

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, NCC shall pay to CenterState a termination fee equal to $31,800,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this ------------------------- Agreement pursuant to Section 7.37.01(g), all fees NCC shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an NCC Acquisition Proposal shall have been made known to the Company senior management of NCC or shall have has been made directly to its stockholders generally or any person Person shall have publicly announced (and not withdrawn) an intention NCC Acquisition Proposal with respect to NCC and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the Company either CenterState or NCC pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite NCC Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, NCC enters into any agreement or in consummates an NCC Acquisition Transaction with respect to an NCC Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same NCC Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The Company acknowledges that then NCC shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter date it enters into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement such agreement and the transactions contemplated hereby in an amount not to exceed $200,000date of consummation of such NCC Acquisition Transaction, which payments shall be in addition to pay CenterState the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of NCC Acquisition Transaction to this -------- Section“20%” shall instead refer to “50%.” 62

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 Exhibit 2.3 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this ------------------------- Agreement pursuant to Section 7.37.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), all fees Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company senior management of Charter or shall have has been made directly to its stockholders generally or any person Person shall have publicly announced (and not withdrawn) an intention Acquisition Proposal with respect to Charter and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the Company either CenterState or Charter pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, Charter enters into any agreement or in consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The Company acknowledges that then Charter shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter date it enters into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement such agreement and the transactions contemplated hereby in an amount not to exceed $200,000date of consummation of such Acquisition Transaction, which payments shall be in addition to pay CenterState the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of Acquisition Transaction to this -------- Section“20%” shall instead refer to “50%.”

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, NCC shall pay to CenterState a termination fee equal to $31,800,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this ------------------------- Agreement pursuant to Section 7.37.01(g), all fees NCC shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an NCC Acquisition Proposal shall have been made known to the Company senior management of NCC or shall have has been made directly to its stockholders generally or any person Person shall have publicly announced (and not withdrawn) an intention NCC Acquisition Proposal with respect to NCC and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the Company either CenterState or NCC pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite NCC Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, NCC enters into any agreement or in consummates an NCC Acquisition Transaction with respect to an NCC Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same NCC Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The Company acknowledges that then NCC shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser would not enter date it enters into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement such agreement and the transactions contemplated hereby in an amount not to exceed $200,000date of consummation of such NCC Acquisition Transaction, which payments shall be in addition to pay CenterState the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of NCC Acquisition Transaction to this -------- Section“20%” shall instead refer to “50%.”

Termination Fee; Expenses. Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event The Merger Agreement provides that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly will pay to its stockholders generally or Intersil a termination fee equal to $17,076,058 under any person shall have publicly announced an intention of the following circumstances in accordance with the terms set forth therein: • if the Merger Agreement is terminated by Intersil pursuant to a cause of termination set forth above under “— Termination” in paragraph (whether or not conditional) to make a Takeover Proposal and thereafter c)(ii); • if this Agreement is terminated by the Company pursuant to Section 7.1(b)(iiia cause of termination set forth above under “— Termination” in paragraph (d)(iii); or • if (A) hereof an Acquisition Proposal shall have been made to the Company and such Takeover Proposal is consummated within one (1) year become publicly known or shall have been made directly to the stockholders of such termination the Company generally or shall have otherwise become publicly known or any person or entity shall have publicly announced an intention to make an Acquisition Proposal, (B) this such Acquisition Proposal shall not have been absolutely and unconditionally withdrawn and abandoned prior to the termination of the Merger Agreement, (C) thereafter the Merger Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), Intersil or (ii) is terminated by the Company pursuant to Section 7.1(c)(iia cause of termination set forth above under “— Termination” in paragraph (b)(i), then and (D) within nine months after such termination the Company shall pay enters into any agreement to Parent within one (1) day of such terminationconsummate, or in the case of subclause (A) such consummationconsummates, a termination fee equal to $1,000,000 (the "Termination Fee"), payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by any Acquisition Proposal (regardless of whether such other Acquisition Proposal is made before or after termination of the Merger Agreement) (for purposes of this Agreement and that, without these agreements, Parent and Purchaser would not enter into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3paragraph (c), the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser references to “15%” in connection with this Agreement and the transactions contemplated hereby in an amount not to exceed $200,000, which payments definition of Acquisition Proposal shall be in addition deemed to the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant references to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that, no payment made by the Company pursuant to this -------- Section“50%”).

Termination Fee; Expenses. Except as provided (a) In recognition of the efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, Company shall pay to Purchaser a termination fee equal to five million three hundred thousand ($5,300,000) (“Termination Fee”), by wire transfer of immediately available funds to an account specified by Purchaser in the event of any of the following: (i) in the event Purchaser terminates this ------------------------- Agreement pursuant to Section 7.37.01(g) or Company terminates this Agreement pursuant to Section 7.01(h), all fees and expenses incurred by Company shall pay Purchaser the parties hereto shall be borne solely and entirely by the party which has incurred Termination Fee within one (1) Business Day after receipt of Purchaser’s notification of such fees and expenses. In termination; or (ii) in the event that (A) a Takeover after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the senior management of Company or shall have has been made directly to its stockholders shareholders generally or any person Person shall have publicly announced (and not withdrawn) an intention Acquisition Proposal with respect to Company and (whether or not conditionalA) to make a Takeover Proposal and thereafter this Agreement is terminated (x) by the either Purchaser or Company pursuant to Section 7.1(b)(iii7.01(c) hereof because the Requisite Company Shareholder Approval shall not have been obtained or (y) by Purchaser pursuant to Section 7.01(d) or Section 7.01(e) and such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement prior to the date that is twelve (i12) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by months after the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day date of such termination, Company enters into any agreement or in consummates a transaction with respect to an Acquisition Proposal (whether or not the case of subclause (A) such consummation, a termination fee equal same Acquisition Proposal as that referred to $1,000,000 (the "Termination Fee"above), payable by wire transfer of same day funds. The then Company acknowledges that shall, on the agreements contained in this Section 7.3 are an integral part earlier of the transactions contemplated by this Agreement and thatdate it enters into such agreement or the date of consummation of such transaction, without these agreements, Parent and pay Purchaser would not enter into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement and the transactions contemplated hereby in an amount not to exceed $200,000, which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, thatthat for purposes of this Section 7.02(a)(ii), no payment made by all references in the Company pursuant definition of Acquisition Proposal to this -------- Section“20%” shall instead refer to “50%.”

Termination Fee; Expenses. Except as provided in this ------------------------- Section 7.37.3 and except for (i) the filing fee under the HSR Act and any fees for similar filings or notices under foreign laws or regulations, (ii) the expenses in connection with printing and mailing the proxy statement required in connection with the actions specified in Section 5.14(a), the Proxy Statement and the Form S-4, (iii) the fees and expenses in connection with obtaining each FCC Approval and (iv) all SEC filing fees relating to the transactions contemplated herein (which fees and expenses shall be borne, in each case, equally by Parent and the Company), all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which that has incurred such fees and expenses. In the event that (Ai) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (a) pursuant to Section 7.1(b)(iii7.1(b)(ii), 7.1(c)(i), or 7.1(d)(i), or (b) hereof pursuant to Section 7.1(b)(i), but only if, in the case of this clause (b), the applicable Final Order is based on the existence of such Takeover Proposal (whether or not modified after it was first made), and such Takeover Proposal (whether or not modified after it was first made) is consummated within one (1) year of such termination or (Bii) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) day on the date of such termination, or in the case of subclause (Ai) upon such consummation, a termination fee equal to $1,000,000 264,000,000 (the "“Termination Fee"”), payable by wire transfer of same day funds. In the event that the Termination Fee is payable to Parent, the Company shall, together with the payment of the Termination Fee, reimburse Parent for any SEC filing fees previously paid by Parent or Merger Sub in connection with the transactions contemplated herein. The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Purchaser Merger Sub would not enter into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Purchaser in connection with this Agreement and the transactions contemplated hereby in an amount not to exceed $200,000, which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that, that no payment made by the Company pursuant to this -------- SectionSection 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof. The Termination Fee, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from a breach of this Agreement by the Company. Solely for purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2(e) except that references to “10%” in the definition of “Takeover Proposal” in Section 5.2(e) shall be deemed to be references to “50%”.