Termination Fee; Parent Termination Fee Sample Clauses

Termination Fee; Parent Termination Fee. (a) Any provision in this Agreement to the contrary notwithstanding, if (i) (A) after the date of this Agreement, any Alternative Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to and not withdrawn at the time of the Company Meeting (or prior to the termination of this Agreement if there has been no Company Meeting), (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (provided that (I) the Proxy Statement has cleared SEC comments at least 45 days prior to the End Date, (II) the Company Meeting shall not have occurred at or prior to the time of such termination and (III) there has been no injunction, order, ruling, decree, judgment or similar order by any Government Entity of competent jurisdiction which prevented the Company Meeting from having occurred at or prior to the End Date) or Section 7.1(d), or by Parent pursuant to Section 7.1(f)(ii) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement providing for a Qualifying Transaction or a Qualifying Transaction shall have been consummated (regardless of whether such Qualifying Transaction is the same one referred to in this sub-clause (i)(A)); (ii) Parent shall have terminated this Agreement pursuant to Section 7.1(f)(i); or (iii) the Company shall have terminated this Agreement pursuant to Section 7.1(g); then, in any such event, the Company shall pay to Parent (or one of its designees) (x) a fee of $210,000,000 in cash; provided, that if such fee is payable in connection with a termination of this Agreement on or prior to the Cut-off Date (or, in the event an Alternative Proposal is made less than four (4) full Business Days prior to the Cut-off Date by a Person or group that at such time is an Excluded Party and the Company has delivered a Superior Proposal Notice to Parent in respect of such Alternative Proposal pursuant to Section 5.3(e)(ii) prior to the Cut-off Date, terminated within one (1) Business Day following the four (4) Business-Day period or, if applicable, any subsequent three (3) Business Day period, referred to in Section 5.3(e)(ii)) by the Company pursuant to Section 7.1(g) with respect to the Company entering into an Alternative Acquisition Agreement with a Person or group that is an Excluded Party at the...