Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that this Agreement is validly terminated pursuant to Section 9.1(h), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or by the Company pursuant to Section 10.01(e), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 110,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within two Business Days after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds U.S. $5,000,000 33,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 9.1(h7.1(b)(iv), at or prior to such termination, the Company shall promptly, but in no event later than two business days after such event, pay Parent or its designee(s) a termination fee of $5,000,000 6 million (such amount, the “"Termination Fee”), ") in cash in immediately available funds by wire transfer of immediately available funds to an account designated by Parent in writingParent.

Termination Fee. (a) In the event that this Agreement is validly terminated by either the Company or Parent or Subsidiary pursuant to Section 9.1(h7.1(f), at 7.1(h) or prior to 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, the Company shall pay Parent or its designee(s) a termination fee of equal to $5,000,000 8,000,000 (such amount, the “Termination Fee”), ) by wire transfer of immediately available funds to an account designated by Parent in writingsame day funds.

Termination Fee. (a) In the event that this Agreement is validly terminated by Parent or Merger Sub pursuant to Section 9.1(h8.1(c)(ii) or 8.1(c)(iv), at or prior to such termination, then the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated Fee as directed in writing by Parent as promptly as possible (but in writingany event within two Business Days) following termination of this Agreement.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h)8.1(a)(ii) or pursuant to Section 8.1(a)(i)(1) as a result of the Company’s willful breach of Section 5.2, at or prior to such termination, then the Company shall pay to Parent or its designee(s) promptly, but in no event later than two Business Days after the date of such termination, a termination fee of $5,000,000 14,900,000 in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event The parties agree that if this Agreement is validly terminated pursuant to by Parent in accordance with Section 9.1(h7.1(e) or by the Company in accordance with Section 7.1(f), at or prior to such termination, then the Company shall pay (or cause to be paid) to Parent (or its designee(sdesignee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee of equal to eighteen million dollars ($5,000,000 18,000,000) (such amount, the “Company Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 180 million (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(c) or the Company terminates this Agreement pursuant to Section 8.1(e), at or prior to such termination, the Company shall pay or cause to be paid to Parent or its designee(s) a termination fee of $5,000,000 35 million in cash (such amount, the “Termination Fee”), in the case of a termination of this Agreement by wire transfer the Company pursuant to Section 8.1(e), prior to or concurrently with such termination by the Company and in the case of immediately available funds to an account designated a termination by this Agreement by Parent in writingpursuant to Section 8.1(c), within two (2) Business Days after such termination.

Termination Fee. (a) In the event that this Agreement is validly terminated pursuant to Section 9.1(h), at or prior to such termination, the The Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”)Parent, by wire transfer of immediately available funds to an account designated by Parent in writing.Parent, a fee of $59,000,000 (the “Termination Fee”) if this Agreement is terminated as follows:

Termination Fee. (ai) In the event that this Agreement is validly terminated pursuant to Section 9.1(h8.1(e), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 50,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h11.01(c)(i) or by the Company pursuant to Section 11.01(d)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 18,500,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within two Business Days after such termination and, in the case of immediately available funds to an account designated a termination by Parent in writingthe Company, at the time of such termination.

Termination Fee. (a) In the event that this Agreement is validly to be terminated by the Company pursuant to Section 9.1(h8.1(d), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 5.0 million in cash (such amount, the “Termination Fee”), which Termination Fee shall be paid concurrently with such termination, payable by wire transfer of immediately available funds to an account designated by Parent in writingsame-day funds.

Termination Fee. (a) In the event that If Purchaser terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(c)(ii) or the Company terminates this Agreement pursuant to Section 8.1(d)(ii), at or prior to such termination, then the Company shall pay to Parent (or its designee(sdesignee) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing2,159,725.

Termination Fee. (ai) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h9.1(c)(ii), at or prior to such termination, the Company shall pay the Company Termination Fee (less the amount of Parent Expenses previously or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”simultaneously paid to Parent pursuant to Section 9.4(c), if any) to Parent prior to such termination by wire transfer of immediately available same day funds to an account one or more accounts designated by Parent in writingParent.

Termination Fee. (a) In the event that If this Agreement is validly terminated pursuant to Section 9.1(h8.1(f)(iii), at Section 8.1(g)(iii) or prior to such terminationSection 8.1(i), then the Company shall pay to Parent or its designee(spromptly (but not later than five business days after notice is received from Parent) a termination fee of an amount equal to $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent 30 million in writingcash.

Termination Fee. (a) In the event that of termination of this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.1(g), at or prior to such termination, the Company shall pay Parent or its designee(s) Parent, by wire transfer of same day funds, a termination fee in the amount of $5,000,000 18,500,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event that this Agreement is validly terminated pursuant to Section 9.1(hSections 10.01(c)(i) or 10.01(c)(iii), at or prior to such termination, then the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 167,500,000 (such amount, the “Termination Fee”), by wire transfer ) within one Business Day after the date of immediately available funds to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 11,800,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h‎Section 10.01(c)(i) or by the Company pursuant to ‎Section 10.01(d)(i), at or prior to such terminationthen, in each case, the Company shall pay or cause to be paid to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 17,874,215.69 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within two Business Days after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h7.1(a)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(spromptly, but in no event later than two (2) Business Days after the date of such termination, a termination fee of $5,000,000 4,500,000 in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by (x) Parent pursuant to Section 9.1(h10.01(c)(i) or (y) the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 1,815,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within three (3) Business Days after such termination and, in the case of immediately available funds a termination by the Company, contemporaneously with and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In If (i) the event that Company terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(c)(i), at or prior (ii) Parent terminates this Agreement pursuant to such terminationSection 8.1(d)(i), then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 70,000,000 (such amount, the “Termination Fee”), at or prior to the time of termination in the case of such termination by the Company or as promptly as reasonably practicable (and in any event within two (2) Business Days) after termination in the case of such termination by Parent, payable by wire transfer of immediately available funds to an account designated by Parent in writingsame day funds.

Termination Fee. (ai) In the event that If this Agreement is terminated (A) by Parent or the Company pursuant to Section 10.1(b)(i) at a time when this Agreement could have been validly terminated pursuant to Section 9.1(h10.1(c), at or prior (B) by Parent pursuant to such terminationSection 10.1(c), then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of in immediately available funds to an account designated the Company Termination Fee, in the case of a termination by Parent Parent, within two (2) Business Days after such termination and, in writingthe case of a termination by the Company, at the time of such termination. "Company Termination Fee" means $39,000,000.00 in cash.

Termination Fee. (aa)(i) In the event that If this Agreement is validly terminated pursuant to Section 9.1(h), at or prior to such termination, 8.01(d)(ii) then the Company shall pay to Parent (or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”as directed by Parent), by wire transfer of immediately available funds to an account designated by Parent in writingsame day funds, $11,300,000 (the “Company Termination Fee”); provided, however, that such termination shall not be effective until the Company pays the Company Termination Fee.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h)8.1(a)(ii) or pursuant to Section 8.1(a)(i)(1) as a result of the willful breach by any of the Company’s directors or Executive Officers of Section 5.2, at or prior to such termination, then the Company shall pay to Parent or its designee(spromptly, but in no event later than two (2) Business Days after the date of such termination, a termination fee of $5,000,000 11,500,000 in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 165,300,000 (such amount, the “Company Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing) within one Business Day after such termination.

Termination Fee. (ai) In If the event that Company terminates this Agreement is validly terminated pursuant to Section 9.1(h9.1(f), at or prior to such termination, then the Company shall also pay concurrent with such termination (in addition to any expenses payable pursuant to Section 9.3(a)) to Parent or its designee(s) a termination fee of $5,000,000 1.0 million (such amount, the “Termination Fee”$1,000,000), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(a)(iii), at or prior to such termination, then the Company shall pay to Parent or its designee(spromptly, but in no event later than two (2) business days after the date of such termination, a termination fee of $5,000,000 50 million in cash (such amount, the “"Termination Fee”"), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(d)(ii), at or then, prior to such terminationor concurrently with, and as a condition to the termination of this Agreement, the Company shall pay or cause to be paid to Parent (or its designee(sdesignees) a termination fee of an amount in cash equal to $5,000,000 113,000,000 (such amount, the “Termination Fee”), ) by wire transfer of immediately available funds to an account designated in writing by Parent in writingParent.

Termination Fee. (a) In the event that If this Agreement is validly terminated by the Company other than pursuant to Section 9.1(h)9.01, at or prior to such termination, then the Company shall pay to Parent or its designee(s(by wire transfer of immediately available funds), within two (2) Business Days after such termination, a termination fee of in an amount equal to $5,000,000 500,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.1(c)(ii), at or prior to such termination, the Company shall pay or cause to be paid to or as directed by Parent or its designee(s) a termination fee equal to 3.75% of $5,000,000 the aggregate equity value of the Transaction as of the date hereof (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent in writingParent, prior to or substantially concurrently with the termination of this Agreement.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(a)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(spromptly, but in no event later than two (2) business days after the date of such termination, a termination fee of $5,000,000 13.35 million in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(a)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(spromptly, but in no event later than two (2) business days after the date of such termination, a termination fee of US $5,000,000 61.0 million in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In Notwithstanding any other provision of this Agreement, in the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h10.1(e)(iv) or by Parent pursuant to Section 10.1(d)(iv), at or prior to such termination, then the Company shall pay Parent or its designee(s) in same-day funds a termination fee of $5,000,000 7.5 million (such amount, the “Termination "Fee”"), by wire transfer on the date of immediately available funds to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(d) or if the Company terminates this Agreement pursuant to Section 8.1(b) during any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(d), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 an amount in cash equal to $ 105,000,000 (such amount, the “Termination Fee”), ) by wire transfer of immediately available funds (to an account designated by Parent in writingParent) within two (2) business days of the date of such termination.

Termination Fee. (a) In If after the event that Due Diligence Termination Date, this Agreement is validly terminated for any reason other than by the Company pursuant to Section 9.1(f) or the Parent pursuant to Section 9.1(h), at or prior to such termination, the Company shall immediately pay to the Parent or its designee(s) a termination fee of equal to $5,000,000 (such amount, the “Termination Fee”), 175 million in cash payable by wire transfer of immediately available funds to an account designated by Parent in writingsame day funds.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or 10.01(c)(iii), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 26,757,615 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writingwithin two Business Days after such termination.

Termination Fee. (a) In the event that If this Agreement is validly terminated by the Company pursuant to Section 9.1(h9.01(f), at or prior then the Company shall, concurrently with (and as a precondition to the effectiveness of) such termination, the Company shall pay to Parent or its designee(s) a termination fee by wire transfer of same-day funds an amount equal to $5,000,000 9,350,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.4(a), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds funds), within five Business Days after such termination, a fee in an amount equal to an account designated by Parent in writingthe Termination Fee.

Termination Fee. (a) In the event that this Agreement is validly terminated by Parent or the Company pursuant to Section 9.1(h7.01(b)(iii) or by Parent pursuant to Section 6.05 or Section 7.01(c), at or prior to such termination, then the Company shall pay Parent or its designee(s) a termination fee of equal to $5,000,000 750,000 (such amount, the “Termination Fee”), ) by wire transfer of immediately available same-day funds to an account designated by Parent in writingon the second (2nd) Business Day following such termination.

Termination Fee. (a) In the event that If this Agreement is validly terminated pursuant to Section 9.1(h7.1(e) or Section 7.1(f), at then, within one business day after the termination of this Agreement pursuant to Section 7.1(e) or prior simultaneously with the termination of this Agreement pursuant to such terminationSection 7.1(f), the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amountcause to be paid to Parent, the “Termination Fee”)in cash, by wire transfer of immediately available funds to an account designated by Parent Parent, a termination fee in writingthe amount of $5,600,000.

Termination Fee. (a) In the event that Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h6.1(g), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”)to Parent, by wire transfer of immediately available funds funds, an amount equal to an account designated by Parent in writing$5,600,000 (the “Termination Fee”) within two (2) Business Days after the date this Agreement is terminated.

Termination Fee. (a) In the event that The Company agrees to pay Parent a termination fee (a "TERMINATION FEE") equal to One Million Five Hundred Thousand Dollars ($1,500,000), if Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h8.1(c) or if the Company terminates this Agreement pursuant to Section 8.1(d). Upon termination pursuant to Section 8.1(c) and 8.1(d), at or prior to such termination, the Company all fees due hereunder shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), be payable in full by wire transfer of immediately available same day funds to an account designated by Parent in writingon the date termination becomes effective.

Termination Fee. (a) In the event that either Parent or Company shall have terminated this Agreement is validly terminated pursuant to Section 9.1(h8.1(e), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of to Parent, within two business days after such Termination Date, an amount equal to $5,000,000 8,000,000 (such amount, the “Termination Fee”), ) by wire transfer of immediately available funds to an account designated by Parent in writingsame day funds.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or Section 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(sin immediately available funds $175,000,000 (One Hundred Seventy-Five Million Dollars) a termination fee of $5,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one (1) Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that (i) If this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(f), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds (to an account designated by Parent Parent) in writing.immediately available funds immediately prior to or concurrently with such termination. 61 TABLE OF CONTENTS

Termination Fee. (a) In the event that If this Agreement is validly terminated by (A) Parent pursuant to Section 9.1(h‎Section 11.01(c)(i) or (B) by the Company pursuant to ‎Section 11.01(d)(iv), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 34.5 million (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingthe effectiveness of such termination.

Termination Fee. (a) In the event that this Agreement is validly terminated pursuant to Section 9.1(h), at or prior to such termination, the The Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”)Parent, by wire transfer of immediately available funds to an account designated by Parent in writing.the Parent, a fee of $84,549,193.00 (the “Termination Fee”) if this Agreement is terminated as follows:

Termination Fee. (a) In the event that (i) If this Agreement is validly terminated by the Company pursuant to and in accordance with Section 9.1(h8.1(f), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds (to an account designated by Parent Parent) in writingimmediately available funds immediately prior to or concurrently with such termination.

Termination Fee. (ai) In the event that this Agreement is validly terminated pursuant to Section 9.1(h8.1(d), at or prior to such termination, then the Company shall pay Parent or its designee(s) to Parent, within two Business Days following written notice of such termination, a termination fee of $5,000,000 25 million (such amount, the “"Termination Fee”"), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (aA) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h), at 10.01(c)(i) or prior to such termination, Section 10.01(c)(iii) then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 225,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing) within one Business Day after such termination.

Termination Fee. (a) In Notwithstanding Section 10.2 or Section 11.6, in the event that there is a termination of this Agreement is validly terminated by the Company pursuant to Section 9.1(h10.1(c), at or prior Parent shall pay to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 500,000 (such amount, the “Parent Termination Fee”), by wire transfer ) within five (5) business days of immediately available funds to an account designated by Parent in writingthe termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or Section 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 22,900,000 (such amount, the “Termination Fee”), which Termination Fee shall be, in the case of a termination by wire transfer Parent, payable within two Business Days after such termination and, in the case of immediately available funds a termination by the Company, payable concurrently with and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that If this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(c) or Section 8.1(g), at or prior to such termination, then Parent shall pay the Company shall pay Parent or its designee(s) a termination fee of an amount in cash equal to $5,000,000 30,000,000 (such amount, the “Termination Fee”)) as set forth in this Section 8.4. Parent shall pay the Termination Fee to the Company, by wire transfer of immediately available funds to an account designated by Parent in writingthe Company, within two (2) Business Days after the date of termination of this Agreement pursuant to Section 8.1(c) or Section 8.1(g).

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.4(a), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds funds), within five Business Days after such termination, a fee in an amount equal to an account designated by Parent in writingthe Termination Fee.

Termination Fee. (a) In the event that (i) If this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(f), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds (to an account designated by Parent Parent) in writingimmediately available funds immediately prior to or concurrently with such termination.

Termination Fee. (a) In the event that If Purchaser terminates this Agreement is validly terminated pursuant to Section 9.1(h9.1(c)(ii) or the Company terminates this Agreement pursuant to Section 9.1(d)(ii), at or prior Parent shall pay to such termination, the Company shall pay Parent (or its designee(sdesignee) a termination fee of $5,000,000 4,000,000.00 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event that Parent terminates this Agreement is validly terminated pursuant to Section 9.1(h6.1(e), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 1,500,000 (such amount, the “Termination Fee”)) within five Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds to an account designated by Parent in writingfunds.

Termination Fee. (a) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.01(c)(i) or by the Company pursuant to Section 8.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee by wire transfer of immediately available funds $5,000,000 23,800,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (aA) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h‎10.01(c)(i) or by the Company pursuant to ‎Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 33,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that of termination of this Agreement is validly terminated (A) by Parent pursuant to Section 9.1(h)SECTION 8.1(d)(ii) or (B) by the Company pursuant to SECTION 8.1(c)(i) above, at or prior to such termination, then in each case the Company shall pay Parent or its designee(s) a termination fee cause to be paid to Parent, at the time of termination, an amount equal to $5,000,000 20 million (such amount, the “"Termination Fee”"), which amount shall be payable by wire transfer of immediately available same day funds to an such account designated by as Parent may designate in writingwriting to the Company (the "Fee Account").

Termination Fee. (a) In the event that this Agreement is validly terminated by Parent pursuant to Section 9.1(h7.1(b)(i), at 7,1(b)(iii) or prior 7.1(b)(iv) for a reason that is not directly and exclusively related to such terminationParent or Merger Sub, or pursuant to Section 7.1(c), the Company shall pay to Parent or its designee(s) a termination fee of equal to $5,000,000 1,500,000 in cash (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (a) In the event that If this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(h), at or prior by the Parent of the Acquirer pursuant to such terminationSection 8.1(b), the Company shall promptly pay to the Parent or its designee(s) the Acquirer a termination fee of $5,000,000 250,000.00 (such amount, the “Termination Fee”). If this Agreement is terminated by the Company pursuant to Section 8.1(b) hereof, by wire transfer of immediately available funds the Parent and the Acquirer, jointly and severally, shall promptly pay to an account designated by Parent in writingthe Company the Termination Fee.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.1(c), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated in writing by Parent in writingParent, within two (2) Business Days after such termination.

Termination Fee. (a) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h7.1(d)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 124,800,000 in cash (such amount, the “"Termination Fee”"), which Termination Fee shall be paid concurrently with such termination, payable by wire transfer of immediately available funds to an account designated by Parent in writingsame-day funds.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or by the Company pursuant to ‎ Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 71,337,435 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before or concurrently with and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or Section 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 55,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that (1) the Company terminates this Agreement is validly terminated pursuant to Section 9.1(h8.01(f) or (2) Parent terminates this Agreement pursuant to Section 8.01(g), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”)to Parent, by wire transfer of immediately available funds on the date of termination, $2,180,000 in cash (the “Termination Fee”) and an amount equal to an account designated by the Parent in writingExpenses through the date of such termination.

Termination Fee. (ai) In the event that this Agreement is validly terminated pursuant to Section 9.1(h9.1(e), at 9.1(f)(iv) or prior to such termination9.1(f)(v), the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 75,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h8.1(f), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent in writingParent.

Termination Fee. (ai) In The Company shall pay to Parent the amount of $4,000,000 in cash (the “Termination Fee”) in the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h9.01(c)(iii). Notwithstanding anything to the contrary in this Agreement, at or prior to such termination, Parent’s receipt of the Termination Fee from the Company pursuant to this Section 9.02(b)(i) shall pay be the sole and exclusive remedy of Parent or its designee(s) a for the Company’s termination fee of $5,000,000 (such amount, the “Termination Fee”this Agreement pursuant to Section 9.01(c)(iii), by wire transfer of immediately available funds to an account designated by Parent in writing.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h11.01(c)(i) or by the Company pursuant to Section 11.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 1.5 million (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within two Business Days after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that this Agreement is validly terminated (A) by the Company pursuant to Section 9.1(h9.01(c)(ii) or (B) by Parent pursuant to Section 9.01(d)(iii) or Section 9.01(d)(iv), at or prior to such termination, then the Company shall pay to Parent (or its designee(sdesignated Affiliate) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent in writinga termination fee equal to $1,500,000 (the “Company Termination Fee”). The Company shall pay to Parent the Company Termination Fee within three Business Days after the date of termination.

Termination Fee. (a) In the event that of termination of this Agreement is validly terminated by Parent pursuant to Section 9.1(h8.1(f), at or prior to such termination, the Company shall pay Parent or its designee(s) Parent, by wire transfer of same day funds, a termination fee in the amount of $5,000,000 17,500,000 (such amount, the “Termination Fee”), by wire transfer ) within two (2) business days of immediately available funds to an account designated by Parent in writingthe date of termination.

Termination Fee. (a) In the event that (i) Prior to any termination of this Agreement is validly terminated by the Company pursuant to Section 9.1(h7.1(h), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), Fee by wire transfer of immediately available funds (to an account designated by Parent Parent) in writingimmediately available funds.

Termination Fee. (ai) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h9.1(c)(ii), at or prior to such termination, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent in writingimmediately prior to the termination of this Agreement.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 71,337,435 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before or concurrently with and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h‎8.01(c)(i) or by the Company pursuant to ‎Section 8.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee by wire transfer of immediately available funds $5,000,000 23,800,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that this Agreement is validly terminated by Parent pursuant to Section 9.1(h9.01(e) or Section 9.01(i), at or prior to such termination, then the Company shall pay or cause to be paid the Termination Fee to Parent (or one or more of its designee(sdesignees) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available same day funds to an account designated by Parent as promptly as reasonably practicable (and, in writingany event, within two (2) Business Days of such termination).

Termination Fee. (a) (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h), at 7.3(a) or prior by Parent pursuant to such terminationSection 7.4, the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by Parent on the next business day following such termination (or, in writingthe case of a termination pursuant to Section 7.3(a), prior to the effectiveness of such termination) a nonrefundable fee in an amount equal to $1,800,000.

Termination Fee. (aA) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i) or by the Company pursuant to Section 10.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 33,000,000 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h10.01(c)(i), at or prior to such termination, then the Company shall pay Parent or its designee(s) a termination fee of an amount equal to $5,000,000 134,450,000 (such amount, the “Termination Fee”), by wire transfer of ) to Parent in immediately available funds to an account designated by Parent in writingwithin two (2) Business Days after such termination.

Termination Fee. (a) a. In the event that this Agreement is validly terminated by the Company pursuant to Section 9.1(h7.01(d)(i) (Superior Proposal), at or prior to such termination, the Company shall pay or cause to be paid to Parent (or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account one or more Persons designated by Parent in writingParent) the Termination Fee immediately prior to or concurrently with the termination of this Agreement.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by the Parent pursuant to Section 9.1(g) or by the Company pursuant to Section 9.1(h), at or prior to such termination, then the Company shall immediately pay to the Parent or its designee(s) a termination fee of equal to $5,000,000 (such amount, the “Termination Fee”), 40 million in cash payable by wire transfer of immediately available funds to an account designated by Parent in writing.same day funds; or

Termination Fee. (a) In the event that (xiv)Prior to any termination of this Agreement is validly terminated by the Company pursuant to Section 9.1(h7.1(h), at or prior to such termination, the Company shall pay Parent or its designee(s) a termination fee of $5,000,000 (such amount, the “Termination Fee”), Fee by wire transfer of immediately available funds (to an account designated by Parent Parent) in writingimmediately available funds.

Termination Fee. (a1) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h‎Section 11.01(c)(i) or by the Company pursuant to ‎Section 11.01(d)(i), at or prior to such termination, then the Company shall pay to Parent, to be received and held by Parent in trust for one or its designee(s) more Affiliates of Parent designated by Parent in writing prior to the receipt of such payment (each such Affiliate, a termination fee of “Designated Affiliate”), or to one or more such Designated Affiliates directly, in immediately available funds $5,000,000 155,939,696 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to Section 9.1(h11.01(c)(i) or by the Company pursuant to Section 11.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 180,814,000.00 (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingsuch termination.

Termination Fee. (a) In the event that Parent elects to terminate this Agreement is validly terminated pursuant to Section 9.1(h), at or prior to 8.1(c) and an Alternative Transaction is consummated within twelve (12) months following such termination, then the Company shall pay to Parent or its designee(san amount in cash equal to FIVE MILLION DOLLARS ($5,000,000) a termination fee of $5,000,000 (such amount, the “Termination Fee”), . The Termination Fee shall be paid by wire transfer or other means reasonably acceptable to Parent immediately upon the consummation of immediately available funds to an account designated by Parent in writingthe Alternative Transaction.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to any of Sections 8.01(c)(i) through Section 8.01(c)(vi) or by the Company pursuant to Section 9.1(h8.01(d)(i), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of $5,000,000 US$1,386,055 (such amount, the “Termination Fee”), ) within one (1) Business Day after such termination by wire transfer of immediately available funds in US Dollars to an any account designated in writing by Parent in writingPurchaser.

Termination Fee. (a) In the event that If this Agreement is validly terminated by (A) Parent pursuant to Section 9.1(h11.01(c)(i) or (B) by the Company pursuant to Section 11.01(d)(iv), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 34.5 million (such amount, the “Termination Fee”), in the case of a termination by wire transfer Parent, within one Business Day after such termination and in the case of a termination by the Company, immediately available funds before and as a condition to an account designated by Parent in writingthe effectiveness of such termination.

Termination Fee. (ai) In the event that If this Agreement is validly terminated by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(ii) or by the Company pursuant to Section 9.1(h10.01(d)(ii), at or prior to such termination, then the Company shall pay to Parent or its designee(s) a termination fee of in immediately available funds $5,000,000 22,900,000 (such amount, the “Termination Fee”), which Termination Fee shall be, in the case of a termination by wire transfer Parent, payable within two Business Days after such termination and, in the case of immediately available funds a termination by the Company, payable concurrently with and as a condition to an account designated by Parent in writing.such termination.‎