Common use of Parent Payments Clause in Contracts

Parent Payments. Parent shall pay to the Company a fee equal to: (i) $55,100,000 (the “Base Parent Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, if this Agreement is terminated as follows: (1) by Parent or the Company pursuant to Section 8.1(c), if the Applicable Law is, or the applicable Order is pursuant to, or arising out of or from any Legal Proceeding involving, any Antitrust Laws; (2) by the Company pursuant to Section 8.1(e)(i) based on a breach of Section 6.5(a) or Section 6.5(d) in each case as it relates to Antitrust Laws; or (3) by Parent or the Company pursuant to Section 8.1(d), if, as of the time of such termination, the only conditions to Closing set forth in Article VII that have not been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied if the Closing Date from the date the notice of termination is delivered) are any of those set forth in (A) Section 7.1(b) or (B) Section 7.1(c) (but, with respect to Section 7.1(c), only if such Applicable Law, Legal Restraint or other restriction is pursuant to or arising out of or from an Antitrust Law); and (ii) In the event that (A) the Base Parent Termination Fee is payable and (B) between the date of this Agreement and the termination of this Agreement, Parent or any of its Affiliates enters into any enters into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement or other similar instrument for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of any ownership interest or assets of any Person that has caused a material delay in, or resulted in the failure of, the consummation of the Merger, then Parent shall pay to the Company an additional fee equal to $36,700,000 (the “Additional Parent Termination Fee” and, together with the Base Parent Termination Fee, the “Parent Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by the Company; in the case of clause (i) and (ii), such payment(s) to be made concurrently with such termination, in the case of a termination by Parent, or within two (2) Business Days following such termination, in the case of a termination by the Company.