Common use of Termination Fee Clause in Contracts

Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination.

Termination Fee. (i) 7.2.2.1. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change)7.1.6, then Parent the Company shall pay to Parent the Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following Days after such termination is effective, which shall be the sole and exclusive remedy of Parent in the event of such termination.

Termination Fee. (i) Section 7.2.2.1 In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change)7.1.6, then Parent the Company shall pay to Parent the Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following Days after such termination is effective, which shall be the sole and exclusive remedy of Parent in the event of such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(ii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay or cause to be paid to Parent in immediately available funds Twenty Million Four Hundred Thousand Dollars ($20,400,000) (the Company “Termination Fee”), in the Parent Termination Fee case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (i) In If the event that Company terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(a)(iii) (or if the Parent Adverse Recommendation Changeterminates this Agreement pursuant to Section 7.1(a)(ii) or 7.1(a)(iv), then Parent prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent a termination fee of $30 million (the Company the Parent “Termination Fee as promptly as possible (but in any event within three Business Days) following such terminationFee”).

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change11.01(d)(ii), then Parent the Company shall pay to Parent in immediately available funds $115,000,000 minus all amounts reimbursed by the Company pursuant to Section 12.04(c) (the Parent “Termination Fee as promptly as possible (but Fee”), in any event the case of termination by the Company, simultaneously with such termination and, in the case of termination by Parent, within three one Business Days) following Day after such termination.. 62

Termination Fee. (ia) In the event that If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change7.1(b)(ii), then Parent the Company shall pay to the Company the Parent Termination Fee as promptly as possible (promptly, but in any no event within three Business Days) following later than two business days after the date of such termination, a termination fee of $4,500,000 in cash (the “Termination Fee”).

Termination Fee. (i) In the event that the Company terminates this Agreement is terminated by prior to the Company Effective Time pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change9.1(f), then Parent the Company shall pay to Parent in cash a termination fee equal to 3% of the Merger Consideration (the “Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such terminationFee”).

Termination Fee. (ia) In the event The parties hereto agree that if this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii7.1(e) (Parent Adverse Recommendation Changeor Section 7.1(f), then Parent the Company shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following prior to or concurrently with such termination., in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, the Termination Fee. The “

Termination Fee. (a) If (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change6.1(e), then Parent shall shall, within three (3) Business Days of any such termination, pay (or cause to be paid) the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such terminationby wire transfer of immediately available funds to an account designated by the Company.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change11.01(d), then Parent the Company shall pay to Parent in immediately available funds $3.7 million (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but case of a termination by Parent, within two Business Days after such termination and, in any event within three Business Days) following the case of a termination by the Company, at the time of such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii), or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $12,500,000 (the Company “Termination Fee”), in the Parent Termination Fee case of a termination by Parent, within two Business Days after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section ‎10.01(c)(i) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change‎‎Section 10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $64,000,000 (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but in any event case of a termination by Parent, within three Business Days) following Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.

Termination Fee. (i) Section 7.2.2.1 In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change)7.1.6, then Parent the Company shall pay to Parent the Company Termination Fee within three (3) Business Days after such termination is effective, which shall be the sole and exclusive remedy of the Parent Termination Fee as promptly as possible (but in any the event within three Business Days) following of such a termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $75,000,000 (the Company the Parent “Termination Fee”). The Termination Fee as promptly as possible shall be payable (but A) in any event the case of a termination by Parent, within three Business Days) following Days after such termination and (B), in the case of a termination by the Company, immediately before and as a condition to such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii10.01(c)(i) or Section 10.01(c)(ii) (Parent Adverse Recommendation Changebut only if the failure to satisfy the condition specified therein results from an intentional breach by the Company of any of its representations, warranties, covenants or agreements contained herein), then Parent the Company shall pay to Parent in immediately available funds $125,000,000 (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but in any event case of a termination by Parent, within three (3) Business Days) following Days after such termination or in the case of a termination by the Company, concurrently with such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(iii), or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change‎Section 10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $80,000,000 (the Company “Termination Fee”), in the Parent Termination Fee case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (i) In the event that If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(a)(iv) and Parent and Purchaser are not in material breach of this Agreement at the time of such termination, within three (3) business days of such termination pay Parent Adverse Recommendation Change)a fee of $20,000,000 in cash (the “Termination Fee”) and, then Parent shall pay to upon the payment of the Termination Fee, the Company shall have no further liability with respect to this Agreement or the Transactions contemplated hereby to Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such terminationor its designee).

Termination Fee. (i) In the event that If Parent terminates this Agreement is terminated by pursuant to 11.1(c), and within twelve months of such termination the Company pursuant shall enter into an agreement with respect to Section 7.1(d)(ii) (Parent Adverse Recommendation Change)an Acquisition Transaction, then Parent upon consummation of such Acquisition Transaction the Company shall pay to the Company Parent a termination fee equal to 3% of the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such terminationBase Amount.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii), or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $140,000,000 (the Company “Termination Fee”), in the Parent Termination Fee case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (ia) In the event The parties agree that if this Agreement is terminated by Parent pursuant to Section 7.1(e) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change7.1(f), then Parent the Company shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following concurrently with such termination., in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, the Termination Fee. The “

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 8.1(c)(i) or Section 8.1(c)(iii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change8.1(d)(i), then Parent the Company shall pay to Parent in immediately available funds $1,000,000 (the Company “Termination Fee”) plus up to the Parent Termination Fee Expense Cap of Parent’s and Merger Sub’s reasonable Expenses, in the case of a termination by Parent, within one (1) Business Day after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (ia) In the event The parties hereto agree that if this Agreement is terminated by Parent pursuant to Section 7.1(e) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change7.1(f), then Parent the Company shall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination.Fee. The “

Termination Fee. (i) In the event that If Parent terminates this Agreement is terminated pursuant to Section 7.1(c) or the Company terminates this Agreement pursuant to Section 7.1(e), the Company shall pay or cause to be paid to Parent a fee of $60.0 million in cash (the “Termination Fee”), in the case of a termination of this Agreement by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change7.1(e), then Parent shall pay prior to or concurrently with such termination by the Company and in the case of a termination by this Agreement by Parent Termination Fee as promptly as possible pursuant to Section 7.1(c), within five (but in any event within three 5) Business Days) following Days after such termination.

Termination Fee. (i) In the event that If this Agreement is terminated (A) by Parent pursuant to Section 11.01(c)(i) or (B) by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change11.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $6,600,000 (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but case of a termination by Parent, within two Business Days after such termination and, in any event within three Business Days) following the case of a termination by the Company, at the time of such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii), or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $80,000,000 (the Company "Termination Fee"), in the Parent Termination Fee case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) (Adverse Recommendation Change), or by the Company pursuant to Section 7.1(d)(ii11.01(d)(i) (Parent Adverse Recommendation ChangeSuperior Proposal), then Parent the Company shall pay to Parent in immediately available funds the Company Termination Fee, in the Parent Termination Fee as promptly as possible case of a termination by Parent, within two (but 2) Business Days after such termination and, in any event within three Business Days) following the case of a termination by the Company, substantially concurrent with such termination., and as a condition thereto. 70

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $10,830,000 (the Company “Termination Fee”), in the Parent Termination Fee case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as promptly as possible (but in any event within three Business Days) following a condition to such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change11.01(d)(ii), then Parent the Company shall pay to Parent in immediately available funds $115,000,000 minus all amounts reimbursed by the Company pursuant to Section 12.04(c) (the Parent “Termination Fee as promptly as possible (but Fee”), in any event the case of termination by the Company, simultaneously with such termination and, in the case of termination by Parent, within three one Business Days) following Day after such termination.

Termination Fee. (ia) In the event that this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii9.1(d)(ii)(B) (Parent Adverse Recommendation Changeor Section 9.1(d)(iii), then Parent the Company shall pay to Parent the Company the Parent Termination Fee as promptly as possible (but in any event within three four Business Days) following such terminationtermination of this Agreement.

Termination Fee. (i) In the event that If this Agreement is terminated by (x) Parent pursuant to ‎Section 10.01(c)(i) or (y) the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change‎Section 10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $1,815,000,000 (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but in any event case of a termination by Parent, within three (3) Business Days) following Days after such termination and, in the case of a termination by the Company, contemporaneously with and as a condition to such termination.

Termination Fee. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change10.01(d)(i), then Parent the Company shall pay to Parent in immediately available funds $64,000,000 (the Company “Termination Fee”), in the Parent Termination Fee as promptly as possible (but in any event case of a termination by Parent, within three Business Days) following Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.