Common use of Company Termination Fee Clause in Contracts

Company Termination Fee. (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) If (A) the Company shall have terminated this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii7.1(g)(i), (Bii) Parent shall have terminated this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii7.1(g)(ii) or Section 7.1(g)(iii), or (Ciii) (xA) after the date of this Agreement, a Company an Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not unconditionally withdrawn publicly withdrawn at least two five (5) Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”)Stockholders’ Meeting, (yB) this Agreement is terminated by (1) Parent or the Company pursuant to Section 7.1(b) or Section 7.1(d) or by Parent pursuant to Section 7.1(b)(i7.1(f) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (zC) concurrently with or within 12 twelve (12) months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters shall have entered into a definitive agreement providing for a Company Qualifying Transaction and later consummates transaction described in the definition of Alternative Proposal (which transaction is subsequently consummated, whether during or following such Company Qualifying Transactiontwelve (12)-month period) or completed such Alternative Proposal (it being understood that, for purposes of this clause (C), each reference to “25%” in the definition of “Alternative Proposal” when used with respect to such transaction shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 310,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently prior to or simultaneously with (and as a condition to the effectiveness of such termination termination) in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or and within three (3) Business Days after the consummation last to occur of such Company Qualifying Transaction the events set forth in the case of clause (Ciii) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Company Termination Fee. If (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii8.1(c)(iii), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii8.1(d)(ii), or (Ciii) (xA) after the date of this Agreement, a Company an Alternative Acquisition Proposal (substituting for purposes of this Section 8.3(a) in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”)withdrawn, (yB) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii8.1(b)(iii) or (2Section 8.1(d)(i) Parent pursuant to Section 7.1(d)(i), and (zC) concurrently with or within 12 twelve (12) months after such termination, the Company shall have (1) consummates a Company Qualifying Transaction consummated any Alternative Acquisition Proposal or (2) enters entered into a definitive agreement providing for a Company Qualifying Transaction (and later consummates such Company Qualifying Transactionconsummated) any Alternative Acquisition Proposal, then then, in each case, the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 212,540,000 in cash (the “Company Termination Fee”); provided, free and clear and without withholding or deduction for Taxes unless such withholding or deduction however, that if this Agreement is required terminated by Lawthe Company pursuant to Section 8.1(c)(iii) prior to 11:59 p.m. Eastern Time on May 26, such 2022 to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, then the “Company Termination Fee” shall be $81,750,000. The payment to of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or within three (3) Business Days after the consummation of any such Company Qualifying Transaction Alternative Acquisition Proposal in the case of clause (Ciii) above; above (it being understood and agreed that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion). On the payment by the Company of the Company Termination Fee as and when required by this Section 8.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 8.2.

Company Termination Fee. If (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii7.1(d), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii7.1(e), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (yiii) this Agreement is terminated by (1) either Parent or the Company pursuant to Section 7.1(c) or Section 7.1(f) or by Parent pursuant to Section 7.1(b)(i7.1(g) and (A) at any time after the date of this Agreement and prior to such termination, a Takeover Proposal shall have been made or communicated to the receipt senior management or the Company Board of Directors or shall have been publicly announced or publicly made known to the stockholders of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i)Company, and (zB) concurrently with or within 12 twelve (12) months after of such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters shall have entered into a definitive agreement providing for a Company Qualifying Transaction and later consummates with respect to any Takeover Proposal (that is ultimately consummated), or any Takeover Proposal shall have been consummated (in each case, whether or not such Company Qualifying TransactionTakeover Proposal is the same as the original Takeover Proposal made, communicated, publicly made known or publicly announced), then the Company shall pay to Parent in consideration of Parent, as liquidated damages and not as a penalty, the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), Company Termination Fee by wire transfer of immediately available funds to an account designated (A) concurrently with the termination, in writing by Parent, a fee the case of $700,000,000 in cash the preceding clause (the “Company Termination Fee”i), free and clear and without withholding or deduction for Taxes unless (B) as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such withholding or deduction is required by Law, such payment to be made concurrently with such termination termination) in the case of clause (Aii) above, within three Business Days after and (C) upon the earlier of the Company entering into an agreement providing for such termination Takeover Proposal or the consummation of such Takeover Proposal in the case of clause (Biii). For purposes of Section 7.2(b)(iii) aboveonly, the definition of “Takeover Proposal” shall be modified such that all references to “20% or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event more” shall the Company be required deemed references to pay the Company Termination Fee on “more than one occasion50%”.

Company Termination Fee. (ia) If (Ai)(A) this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(b) or Section 7.1(d), (B) following the date of this Agreement and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company or any of its Subsidiaries or publicly announced (and such Acquisition Proposal shall not have been withdrawn prior to the time of the termination of this Agreement) and (C) the Company or any of its Subsidiaries (1) consummates a Specified Acquisition Transaction within 12 months after such termination or (2) enters into a definitive agreement within 12 months after such termination providing for a Specified Acquisition Transaction that is subsequently consummated; (ii) this Agreement is validly terminated by Parent pursuant to Section 7.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii7.1(f), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay pay, or cause to be paid, to Parent or its designee, in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), cash by wire transfer of immediately available funds to an account designated in writing the account(s) specified by Parent, at the time specified in the next sentence, a termination fee in the amount of $700,000,000 in cash 15,833,067 (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required . The Company Termination Fee shall be paid by Law, such payment to be made concurrently with such termination the Company (I) in the case of clause (Ai) aboveof the preceding sentence of this Section 7.3(a), within three Business Days after such termination concurrently with the consummation of the Specified Acquisition Transaction, (II) in the case of clause (Bii) aboveof the preceding sentence of this Section 7.3(a), or within three Business Days after the consummation two business days following termination of such Company Qualifying Transaction this Agreement, and (III) in the case of clause (Ciii) above; it being understood that in no event shall of the Company be required to pay the Company Termination Fee on more than one occasionpreceding sentence of this Section 7.3(a), concurrently with a termination of this Agreement under Section 7.1(f).

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) If the Company shall have terminated this Agreement pursuant to Section 7.1(g)(i), (ii) Parent shall have terminated this Agreement pursuant to Section 7.1(g)(ii), or (iii) (A) this Agreement is terminated by in the Company case of a termination pursuant to Section 7.1(c)(ii7.1(d), an Alternative Proposal is publicly proposed or publicly disclosed after the date of this Agreement and prior to the Company Meeting, or in the case of a termination pursuant to Section 7.1(b), an Alternative Proposal has been disclosed or communicated to the Board of Directors of the Company after the date of this Agreement and prior to the End Date, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d)(ii), 7.1(b) or Section 7.1(d) and (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 twelve (12) months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters shall have entered into a definitive agreement for a transaction that constitutes an Alternative Proposal or completed a transaction that constitutes an Alternative Proposal (it being understood that the transaction for an Alternative Proposal under clause (C) need not be with the same counterparty that made the Alternative Proposal under clause (A)), then, upon completion of such transaction (whether or not within such twelve (12) month period or, if such transaction under clause (C) terminates prior to completion due to the Company’s receipt or public disclosure of a Superior Proposal (or similar concept as defined under the definitive agreement providing for such transaction), upon completion of a Company Qualifying Transaction and later consummates transaction with respect to such Company Qualifying TransactionSuperior Proposal (whether or not with the same counterparty that made the Alternative Proposal under clause (A)) subsequent to the termination of such transaction under clause (C), then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 158,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such with, and as a condition to the effectiveness of, termination in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or within three (3) Business Days after the consummation last to occur of such Company Qualifying Transaction the events set forth in the case of clause (Ciii) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Upon the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a), together with any fees, costs, expenses and interest payable pursuant to Section 7.1(c) and any filing costs payable pursuant to Section 8.2, none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives (collectively, the “Company Related Parties”) shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub, Walnut, the Equity Investors, the respective Affiliates of the foregoing, or the respective Representatives of the foregoing (collectively, the “Parent Related Parties”).

Company Termination Fee. (i) If (A) this Agreement is terminated (i) by the Company pursuant to Section 7.1(c)(ii7.1(d), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(iiSections 7.1(e)(i) or (iii) by Parent pursuant to Sections 7.1(c), 7.1(e)(ii), 7.1(e)(iii), 7.1(f) (unless the actions or omissions of Parent or Merger Sub have been the cause of, or resulted in, either (A) the failure to satisfy the conditions to the obligations of the Company to consummate the Merger set forth in Article VI prior to the Outside Termination Date, or (CB) the failure of the Effective Time to have occurred prior to the Outside Termination Date) or 7.1(g), the Company shall promptly, and in any event within five (x5) Business Days after the date of this Agreement, a Company Alternative Proposal such termination (substituting except as provided in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior toproviso below), and not publicly withdrawn at least two Business Days prior to, pay Parent the Company Stockholder Meeting Termination Fee (a “Company Qualifying Transaction”), (yless the amount of any Parent Expenses previously paid to Parent) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parentfunds; provided, a fee of $700,000,000 in cash (the “Company Termination Fee”)however, free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination that in the case of a termination pursuant to clause (iii) above such payment shall be made only if (A) above), within three Business Days after such termination in the case of clause termination pursuant to Sections 7.1(c), 7.1(f) or 7.1(g), prior to such termination an Acquisition Proposal is made to the Company and (B) abovethe Company consummates or enters into an Acquisition Agreement for an Acquisition Proposal with a party other than Parent within twelve (12) months following such termination, or within three in which case such payment shall be made promptly, but in no event later than five (5) Business Days Days, after the consummation of the transactions contemplated by such Company Qualifying Transaction in Acquisition Agreement. For the case avoidance of clause (C) above; it being understood that doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Company Termination Fee on more than one occasion.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) If (A) the Company shall have validly terminated this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii7.1(g)(i), (Bii) Parent shall have validly terminated this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), 7.1(g)(ii) or (Ciii) (xA) after the date of this Agreement, a Company an Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and and, with respect to a termination under Section 7.1(d), not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (yB) this Agreement is validly terminated by (1) Parent or the Company or Parent pursuant to Section 7.1(b)(i7.1(d) prior to the receipt of the Company Stockholder Approval or pursuant to and Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i7.1(f), and (zC) concurrently with or within 12 twelve months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters shall have entered into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company or completed a Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 43 million in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with within three Business Days of such termination termination, or in the case of clause (A) aboveSection 7.3(a)(iii), within three Business Days after such the later of (y) termination in of this Agreement and (z) the case of clause (B) above, or within three Business Days after date the consummation of such Company enters into a definitive agreement providing for a Qualifying Transaction in the case of clause (C) aboveor completes a Qualifying Transaction, as applicable; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Upon the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a), the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 7.2.

Company Termination Fee. If (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii8.1(c)(iii), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii8.1(d)(ii), or (Ciii) (xA) after the date of this Agreement, a Company an Alternative Acquisition Proposal (substituting for purposes of this Section 8.3(a) in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”)withdrawn, (yB) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii8.1(b)(iii) or (2Section 8.1(d)(i) Parent pursuant to Section 7.1(d)(i), and (zC) concurrently with or within 12 twelve (12) months after such termination, the Company shall have (1) consummates a Company Qualifying Transaction consummated any Alternative Acquisition Proposal or (2) enters entered into a definitive agreement providing for a Company Qualifying Transaction (and later consummates such Company Qualifying Transactionconsummated) any Alternative Acquisition Proposal, then then, in each case, the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 368,946,000 in cash (the “Company Termination Fee”); provided, free and clear and without withholding or deduction for Taxes unless such withholding or deduction however, that if this Agreement is required terminated by Lawthe Company pursuant to Section 8.1(c)(iii) prior to the No-Shop Period Start Date to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, such then the “Company Termination Fee” shall be $122,982,000. The payment to of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or within three (3) Business Days after the consummation of any such Company Qualifying Transaction Alternative Acquisition Proposal in the case of clause (Ciii) above; above (it being understood and agreed that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion). On the payment by the Company of the Company Termination Fee as and when required by this Section 8.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any Table of Contents further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 8.2.

Company Termination Fee. (i) If (A) this Agreement is terminated (A) by the Company pursuant to Section 7.1(c)(ii7.1(c) (No Vote) (and at the time of such termination Parent would have been entitled to terminate this Agreement pursuant to Section 7.1(j) (Proxy; Shareholder Meeting; No Solicitation of Transactions)) or Section 7.1(d) (Superior Proposal), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii7.1(e) (Adverse Recommendation) or Section 7.1(j) (Proxy; Shareholder Meeting; No Solicitation of Transactions), or (C) by Parent or the Company pursuant to Section 7.1(c) (xNo Vote) or Section 7.1(f) (Drop Dead) or (D) by Parent pursuant to Section 7.1(g) (Company Breach) due to a willful breach by the Company, the Company shall promptly, and in any event within five (5) Business Days after the date of this Agreement, a Company Alternative Proposal such termination (substituting except as provided in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior toproviso below), and not publicly withdrawn at least two Business Days prior to, pay Parent the Company Stockholder Meeting Termination Fee (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) less the Company or amount of Parent Expenses previously paid to Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i7.2(c), and (zif any) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an (it being understood and agreed that Parent shall provide the Company with the applicable account designated in writing by Parentinformation promptly upon request therefor); provided that, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of a termination pursuant to clause (A) aboveC), within three Business Days after prior to such termination an Acquisition Proposal shall have been announced, or otherwise made publicly known, and not withdrawn; provided, further, that in the case of clause a termination pursuant to clauses (BC) above, or (D): (x) such payment shall be made only if the Company has consummated an Acquisition Proposal with a Third Party within three Business Days after twelve (12) months following such termination and (y) such payment shall be made substantially concurrently with the consummation of such Company Qualifying Transaction Acquisition Proposal; provided, further, that, for the purpose of this clause (i), each reference to 20% in the case definition of clause (C) above; it being understood that in no event Acquisition Proposal shall the Company be required to pay the Company Termination Fee on more than one occasionreplaced with 50%.

Company Termination Fee. If (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii8.1(c)(iii), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii8.1(d)(ii), or (Ciii) (xA) after the date of this Agreement, a Company an Alternative Acquisition Proposal (substituting for purposes of this Section 8.3(a) in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”)withdrawn, (yB) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii8.1(b)(iii) or (2Section 8.1(d)(i) Parent pursuant to Section 7.1(d)(i), and (zC) concurrently with or within 12 twelve (12) months after such termination, the Company shall have (1) consummates a Company Qualifying Transaction consummated any Alternative Acquisition Proposal or (2) enters entered into a definitive agreement providing for a Company Qualifying Transaction (and later consummates consummated) such Company Qualifying TransactionAlternative Acquisition Proposal, then then, in each case, the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 33,880,000 in cash (the “Company Termination Fee”); provided, free and clear and without withholding or deduction for Taxes unless such withholding or deduction however, that if this Agreement is required terminated by Lawthe Company pursuant to Section 8.1(c)(iii) prior to 11:59 p.m. Pacific time on December 20, such 2022 to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, then the “Company Termination Fee” shall be $10,160,000. The payment to of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or within three (3) Business Days after the consummation of any such Company Qualifying Transaction Alternative Acquisition Proposal in the case of clause (Ciii) above; above (it being understood and agreed that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion). On the payment by the Company of the Company Termination Fee as and when required by this Section 8.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 8.2.

Company Termination Fee. (i) If (A) this Agreement is validly terminated by the Company pursuant to Section 7.1(c)(ii8.1(c), Section 8.1(d) or Section 8.1(e); (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after at the date time of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned (an “Outstanding Proposal”); and (D) within nine (9) months following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction with respect to the Outstanding Proposal and later consummates the Outstanding Proposal is subsequently consummated (even if after such Company Qualifying Transactionnine-month period), then the Company shall will concurrently with the consummation of such Acquisition Transaction pay to Parent or such Person(s) designated by Parent in consideration of writing (which Person(s) may include the Sponsors) (Parent disposing of its rights hereunder (other than those rights set out in Section 7.2or such Person(s), by wire transfer of immediately available funds as applicable, the “Parent Payee”) an amount equal to an account designated in writing by Parent, a fee of $700,000,000 in cash 3,500,000.00 (the “Company Termination Fee”). For purposes of this Section 8.4(a)(i), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required references to pay the Company Termination Fee on “more than one occasion50%.”

Company Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if (i) If (A) after the date of this Agreement and prior to the termination of this Agreement, an 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 made to the Company or publicly proposed, publicly announced or publicly disclosed prior to, and not withdrawn at least two (2) Business Days prior to, the Company Meeting or, in the case of a termination pursuant to Section 7.1(f), an Alternative Proposal shall have been provided to the Company’s management, the Board of Directors of the Company or any committee thereof, and not withdrawn at least two (2) Business Days prior to, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(f), as applicable, and (C) within twelve (12) months after such termination, the Company enters into a definitive agreement for, or consummates, any Qualifying Transaction that is subsequently consummated, or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B7.1(g) this Agreement is terminated or by Parent pursuant to Section 7.1(d)(ii7.1(h), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting then in the definition thereof “50%” for “25%” and for “75%” in each place each any such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then event the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of two hundred fifty four million ($700,000,000 254,000,000) in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such made, in the case of a termination referenced in clause (i) above, upon consummation of the Qualifying Transaction, or in the case of clause (Aii), substantially concurrently with the termination by the Company pursuant to Section 7.1(g) above, or within three two (2) Business Days after such termination in the case of clause (B) aboveby Parent pursuant to Section 7.1(h); provided that, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) If the Company shall have validly terminated this Agreement pursuant to Section 7.1(g)(i), (ii) Parent shall have validly terminated this Agreement pursuant to Section 7.1(g)(ii), or (iii) (A) after the date of this Agreement Agreement, an Alternative Proposal is terminated publicly communicated by the third party making such Alternative Proposal, publicly proposed or publicly disclosed prior to the Company pursuant to Section 7.1(c)(iiMeeting (a “Qualifying Transaction”), (B) this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(d)(ii7.1(b) or Section 7.1(d), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i7.1(f), and (zC) concurrently with or within 12 nine (9) months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters shall have entered into a definitive agreement providing for a Company such Qualifying Transaction and later consummates or entered into a definitive agreement to effect the transaction contemplated by an Alternative Proposal (which Qualifying Transaction or Alternative Proposal is subsequently consummated, whether during or following such Company nine (9)-month period) or completed such Qualifying TransactionTransaction or such Alternative Proposal, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2)pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of Two Hundred Four Million One Hundred Ninety Thousand Dollars ($700,000,000 204,190,000) in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made substantially concurrently with such termination in the case of clause (Ai) above, within three (3) Business Days after such termination in the case of clause (Bii) above, or within three (3) Business Days after the consummation last to occur of such Company Qualifying Transaction the events set forth in the case of clause (Ciii) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided that, for the purposes of the preceding clause (iii), all references to “20%” in the definition of “Alternative Proposal” shall be deemed to be references to “50%”. Except with respect to Parent’s right in connection with claims against the parties to the Confidentiality Agreement in accordance with the terms thereof, upon the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a) (and any interest and other amounts payable pursuant to Section 7.3(e)), none of the Company and its Subsidiaries and any of their respective former, current or future officers, directors, other fiduciaries, employees, partners, stockholders, optionholders, managers, members, agents, attorneys, advisors, other Representatives or Affiliates (collectively, the “Company Related Parties”) shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub, and any financing sources (including the Debt Financing Parties and the Equity Investors) of Parent or Merger Sub, and any of the foregoing’s respective former, current or future, officers, directors, other fiduciaries, employees, partners, stockholders, optionholders, partners, managers, members, agents, attorneys, advisors or other Representatives or Affiliates (collectively, the “Parent Related Parties”). Except with respect to Parent’s right in connection with claims against the parties to the Confidentiality Agreement and subject in all respects to Section 7.2, this Section 7.3 and Section 8.5 (including, in each case, the limitations set forth therein), payment of the Company Termination Fee pursuant to this Section 7.3(a) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Parent Related Parties or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Parent Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company Related Parties arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. Subject in all respects to Section 7.2, this Section 7.3 and Section 8.5 (including, in each case, the limitations set forth therein), except with respect to Parent’s right in connection with claims against the parties to the Confidentiality Agreement, fraud or a willful and material breach of this Agreement by the Company prior to such valid termination, Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to this Section 7.3(a) (and any interest and other amounts payable pursuant to Section 7.3(e)) shall be the sole and exclusive remedy of the Parent Related Parties against the Company Related Parties for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise and upon payment of the Company Termination Fee, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, except with respect to Xxxxxx’s right in connection with claims against the parties to the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents or otherwise, the maximum aggregate liability, whether in equity or at law, in Contract, in tort or otherwise, together with any payment in connection with this Agreement or otherwise, of the Company Related Parties collectively (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages), (x) under this Agreement or other Transaction Document or otherwise, (y) in connection with the failure of the Merger or any other transaction contemplated hereby to be consummated or (z) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document or otherwise, shall not exceed an amount equal to the sum of the Parent Termination Fee and any interest and other amounts payable pursuant to Section 7.3(e) (the “Company Damage Cap”), except with respect to Parent’s right in connection with claims against the parties to the Confidentiality Agreement. In no event shall the Parent Related Parties, seek directly or indirectly, to recover against the Company Related Parties, or compel payment by the Company Related Parties of, any damages or other payments whatsoever (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Company Damage Cap (except for monetary damages in connection with claims in connection with rights under the Confidentiality Agreement).

Company Termination Fee. If (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii6.1(c), (Bii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), 6.1(b)(iii) or (Ciii) (xA) after the date of this Agreement, a Company Alternative Takeover Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition thereof of “50%” for Company Takeover Proposal”) (a “25%” and for “75%” in each place each such phrase appearsQualifying Transaction”) is shall have been publicly proposed or publicly disclosed prior to, made and not publicly withdrawn at least two (2) Business Days prior to, to the Company Stockholder Shareholders’ Meeting (a “Company Qualifying Transaction”or any adjournment or postponement thereof), (yB) thereafter this Agreement is terminated by (1) Parent or the Company pursuant to Section 6.1(a)(ii) (provided that in the case of a termination pursuant to Section 6.1(a)(ii), the Company Shareholder Approval has not been obtained) or Section 6.1(a)(iv) or by Parent pursuant to Section 7.1(b)(i6.1(b)(ii) due to the Company’s material breach of, or failure to materially perform or comply with, Section 4.3, Section 4.4, Section 4.5 or Section 4.6 that leads to or results in such Company Takeover Proposal and (C) at any time on or prior to the receipt twelve (12)-month anniversary of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction completes or (2) enters into a definitive agreement providing for with respect to a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent the Company Termination Fee in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination 1) in the case of clause (Ai), prior to or substantially concurrently with such termination, (2) above, within three Business Days after such termination in the case of clause (Bii), within two (2) above, or within three Business Days after the consummation of such Company Qualifying Transaction termination or (3) in the case of clause (Ciii), within two (2) above; it being understood that Business Days of such completion or entry into a definitive agreement with respect to such Qualifying Transaction. Notwithstanding anything to the contrary in this Agreement, if the Company Termination Fee shall become due and payable in accordance with this Section 6.3(a), from and after such termination and payment of the Company Termination Fee in full pursuant to and in accordance with this Section 6.3(a), the Company shall have no further Liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as set forth in this Section 6.3. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion.