Common use of Future Transactions Clause in Contracts

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c), at the time of 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; (C) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) 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 has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, and not withdrawn or otherwise abandoned; and (E) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as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 enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time). For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e8.1(d); (B) in the case of a termination pursuant to Section 8.1(c), at the time of 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; (C) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) 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(e8.1(d), as applicable, an Acquisition Proposal has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, disclosed and not withdrawn or otherwise abandonedabandoned at least five (5) Business Days prior to termination of this Agreement; and (ED) within one (1) year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e8.1(d), as applicable, either an Acquisition Transaction is consummated or Seller or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company Seller will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent Purchaser or its designee an amount equal to the Company Seller Termination Fee by wire transfer of immediately available funds to the account designated in writing by Parent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time)Purchaser. For purposes of this Section 8.3(b)(i), all references to “fifteen percent (15%)” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “fifty percent (50%).”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) (if, at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(d) or (e)), Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c), at the time of such termination, the conditions set forth in (x) Section 7.1(b) and Section 7.1(c) would have been satisfied or are capable of being satisfied and (y) Section 7.3(a) and Section 7.3(b) would be satisfied, in each case if the date of such termination was the Closing Date; (C) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) 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 has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, disclosed and not publicly withdrawn or otherwise publicly abandoned; and (ED) within one year of the such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicableAgreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummatedconsummated (whether such consummation occurs before or after the one-year anniversary of such termination), then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,540,000 in cash (the “Company Termination Fee Fee”), less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(d), by wire transfer of immediately available funds to the an account or accounts designated in writing by Parent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time)Parent. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c)) at a time when the requisite stockholder approval has not been obtained, Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c), at the time of such termination, the conditions set forth in Section Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied; (C) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition satisfied and the conditions set forth in Section 7.1 or 7.3(a) and Section 7.3, or any 7.3(b) would be satisfied if the date of such breach or failure to perform termination was cured prior to, or is otherwise not continuing as of, the termination of this AgreementClosing Date; (DC) 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 has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, disclosed and not withdrawn or otherwise abandoned; and (ED) within one year of 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 enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummatedconsummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent within five (5in Schedule 8.3(b) Business Days of the date of this Agreement (which account Schedule may be updated by written notice to the Company Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15%15 percent” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%50 percent.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c), ) or Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c)and, at the time of such termination, the conditions set forth in Section 7.1(b) and or Section 7.1(c) have been satisfied or are capable of being satisfied; or (Cy) Parent or Merger Sub have not breached Section 8.1(e) as a result of the Company having failed to perform any of their respective representations, warranties or its covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (DB) 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)such termination, an Acquisition Proposal has been publicly announced or publicly disclosed, disclosed (or, in the case of a termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided disclosed to the Company Board, ) and not withdrawn or otherwise abandonedwithdrawn; and (EC) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicablesuch termination, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account or accounts designated by Parent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time)Parent. For purposes of this Section 8.3(b)(i), all references to “15%15 percent” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%50 percent.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e); (B) in the case of a termination pursuant to Section 8.1(c), at the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) (to the extent relating to the matters set forth in Section 7.1(b)) have been satisfied or are capable of being satisfiedsatisfied 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) Parent or Merger Sub have not breached any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) 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 made or renewed after the date of this Agreement has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, disclosed and not publicly withdrawn or otherwise abandoned; and (ED) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicableAgreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummatedconsummated (whether such consummation occurs before or after the one-year anniversary of such termination), then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $87,500,000 in cash (the Company “Termination Fee Fee”) by wire transfer of immediately available funds to the an account or accounts designated in writing by Parent within five (5) Business Days of the date of this Agreement (which account may be updated by written notice to the Company from time to time)Parent. For purposes of this Section 8.3(b)(i8.3(b), all references to “15%” and “85%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e); ) (B) in the case of a but only if such termination pursuant to Section 8.1(c), at 8.1(e) is a result of the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied Company’s breach or are capable of being satisfied; (C) Parent or Merger Sub have not breached failure to perform any of their respective representations, warranties or its covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 7.1 or Section 7.3, or 7.2(b)); (B) with respect to any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of this Agreement; (D) 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), after the Agreement Date and prior to such termination an Acquisition Proposal has been publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company Board, disclosed and not withdrawn or otherwise abandoned; and (EC) within one year of 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 (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummatedTransaction, then the Company will, concurrently with the consummation of such Acquisition TransactionTransaction or entry into such definitive agreement, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent within five (5in Schedule 8.3(b) Business Days of the date of this Agreement (which account Schedule may be updated by written notice to the Company Parent from time to time). For purposes of this Section 8.3(b)(i), (i) all references to “15%” and “85%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%” and (ii) all references to “Acquisition Transaction” shall exclude any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is initiated by the Company and any asset sale or similar transaction in connection therewith. For the avoidance of doubt, for purposes of this Section 8.3(b)(i), all references to “Acquisition Transaction” shall include any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is proposed by an unaffiliated third party as a means by which such third party were to acquire, and such third party does actually acquire, 50% or more of the Company Owned Intellectual Property for aggregate consideration equal to or in excess of $5,000,000.”