Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. If: (i) In (A) all of the event conditions set forth in Section 9.01 and Section 9.02 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing), except for any one or more of the condition set forth in Section 9.01(b) (unless the Assumption shall have occurred pursuant to the Guarantee), Section 9.01(c) (solely with respect to an Order from a Governmental Authority in the PRC) or Section 9.01(d) and (B) this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(f10.01(b)(i), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.; or (ii) In the event that this Agreement is validly terminated by either the Company or Parent pursuant to Section 10.01(b)(ii) (solely with respect to an Order from a Governmental Authority in the PRC and/or an Order pursuant to the ▇▇▇▇▇▇▇ Act or any Foreign Antitrust Laws identified on Section 9.01(d) of the Company Disclosure Schedule); or (iii) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d10.01(b)(i), and pursuant to a CFIUS Investigation, (x) CFIUS requires Parent or Merger Subsidiary to enter into an agreement or CFIUS imposes a condition (in each case upon either case, as provided for in the Defense Production Act of 1950 (50 U.S.C. App. 2170(l)(1)(A)), and (y) Parent has not entered into such agreement or consented to such condition by the date of such termination of this Agreement; (iv) this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b10.01(b)(iv); or (v) this Agreement is terminated by the Company pursuant to Section 10.01(d)(iii) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms 10.01(d)(iv); then Parent shall pay, or nature are cause to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii)paid, 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee either directly or out of the Parent Escrow Fund as promptly as possible (but in any event within two (2) Business Days after such termination) by wire transfer of immediately available same day funds; provided that if Parent has paid or caused to be paid to the Company the Parent Termination Fee directly, the funds in the Parent Escrow Fund shall be simultaneously released and returned to an account Parent or accounts any of its designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in Affiliates. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. (i) In If (A) either Parent or the event that Company terminates this Agreement is terminated pursuant to Section 8.1(f8.01(b)(i) (End Date) and, at the time of such termination, any of the conditions set forth in Section 7.01(b)(i), then within one Section 7.01(b)(ii) or Section 7.01(b)(iv) (1Required Approvals), Section 7.03(d) Business Day after (Absence of Burdensome Condition) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals, shall have not been satisfied or waived or (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (Legal Restraint) (solely if the applicable Legal Restraint giving rise to such termination arises in connection with the Termination Fee Approvals) and in each case of the foregoing clauses (A) and (B), at the time of such termination, all other conditions to the Closing set forth in Section 7.01 (other than the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (Absence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the CompanyClosing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination), Parent shall pay the Parent Regulatory Termination Fee to the Company. Parent shall pay the Parent Regulatory Termination Fee to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the date of the applicable termination by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) If (A) all the Company terminates this Agreement in accordance with Section 8.01(c)(ii) (Parent Terminable Breach) based on a failure by Parent to perform its covenants or agreements under Section 6.03, solely with respect to the Termination Fee Approvals, such failure to perform has resulted in the failure of the conditions set forth in Section 2.2(a7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals, and at the time of such termination, all other conditions to the Closing set forth in Section 7.01 (other than the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 2.2(b7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (iAbsence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (except for those conditions that by their terms or nature are to be satisfied at the Closing and (ii) but which conditions would be satisfied or would be capable of being satisfied if the conditions set forth in Sections 2.2(a)(iiClosing Date were the date of such termination), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate the Company terminates this Agreement pursuant in accordance with Section 8.01(c)(iii) (Parent Failure to Section 8.1(h) or Section 8.1(iClose), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay the Parent General Termination Fee to the Company. Parent shall pay the Parent General Termination Fee to the Company the Parent Termination Fee by wire transfer of immediately available funds (to an account or accounts designated in writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the date of the applicable termination by the Company. (iii) The parties hereto acknowledge Notwithstanding anything to the contrary set forth herein, in the event that a Parent Termination Fee is due and hereby agree that payable, Parent shall have the right, at its election, to offset and reduce any Parent Termination Fee otherwise due and payable pursuant to the terms hereof, in whole or in part, on a dollar-for-dollar basis, by all or any portion of the aggregate Liquidation Preference (as defined in Exhibit D) of all then-outstanding Preferred Stock held by Parent and any of its Affiliates, in exchange for the redemption of the applicable shares of Preferred Stock associated with such offset with no obligations thereunder outstanding. Without limitation of the foregoing and for the avoidance of doubt, in the event shall (x) the aggregate Liquidation Preference of all then-outstanding Preferred Stock held by Parent be required or any of its Affiliates equals or exceeds the applicable Parent Termination Fee otherwise due hereunder and (y) Parent elects to pay offset the full amount of the Parent Termination Fee on more than one occasionby all or a portion of such aggregate Liquidation Preference pursuant to the preceding sentence, whether or not the then neither Parent nor any of its Affiliates shall thereafter have any liability with respect to any such Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different eventsFee.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f)7.1(b) and, then within one (1) Business Day after such termination by at the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date time of such termination pursuant to Section 8.1(b) or Section 8.1(d) termination, (A) all one or more of the conditions set forth in Section 2.2(a6.1(b) and Section 2.2(b6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than (i) those any such conditions that by their terms or nature are to be satisfied at the Closing and (ii) if such conditions would be satisfied were the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iiiClosing to occur at such time) and 2.2(b)(iv)other than with respect to such covenants that, by their nature, are only applicable if the Closing were to the extent the matter giving rise to the failure of occur (such condition to be satisfied is related to Antitrust Lawsas, Section 5.12 and Section 5.15)) have been satisfied or waived and (BD) Parent is not entitled to terminate this Agreement pursuant to no breach by the Company of its obligations under Section 8.1(h) 5.1 or Section 8.1(i5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an account Order or accounts designated injunction issued or granted in writing respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company. Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (iiiand, in any event, within two (2) The parties hereto acknowledge and hereby agree that in Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not . Upon the payment by Parent of the Parent Termination Fee may as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, 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 by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable under more than one provision pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement at or the same or at different times and transactions contemplated by this Agreement, except, in each case, to the occurrence of different eventsextent provided in Section 7.2.

Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated (i) (A) by the Company or by Parent pursuant to in accordance with Section 8.1(b) or Section 8.1(d8.01(b)(i), and (B) the Company has not breached in each case upon any material respect any of its covenants or other agreements hereunder such that the date of such termination pursuant condition to Section 8.1(b) or Section 8.1(d) (A) all conditions Closing set forth in Section 2.2(a7.01(c) would not be satisfied, and Section 2.2(b(C) all conditions to Closing (other than (ithe condition to Closing set forth in Section 7.01(c) and other than those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)Closing) have been satisfied or waived and except for the condition set forth in Section 7.01(c), or (ii) (A) by the Company or by Parent in accordance with Section 8.01(b)(ii), (B) Parent is the Company has not entitled breached in any material respect any of its covenants or other agreements hereunder such that the closing condition set forth in Section 7.01(b) would not be satisfied, and (C) all conditions to terminate Closing (other than the condition to Closing set forth in Section 7.01(b) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived , or (iii) if the Company validly terminates this Agreement pursuant to Section 8.1(h8.01(c)(i) or Section 8.1(i8.01(c)(ii), ; then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay or cause to be paid to the Company promptly (but in any event no later than five (5) Business Days after the date of such termination) a fee of US$12,000,000 (twelve million United States dollars) (the “Parent Termination Fee Fee”), by wire transfer of immediately available same day funds to an account one or more accounts designated in writing by the Company. . In addition, in the event that (iiix) The parties hereto acknowledge this Agreement is validly terminated by either the Company or Parent in accordance with 8.01(b)(i), (y) the condition set forth in Section 7.02(e) has not been satisfied or waived by Parent on or prior to the Termination Date and hereby agree (z) all other conditions to Closing (other than those that in no event shall by their terms are to be satisfied at the Closing) have been satisfied or waived, Parent will pay, or cause to be required paid, to pay the Company an amount equal to 33.3% of the Parent Termination Fee on more Fee, such payment to be made promptly (but in any event no later than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different eventsfive (5) Business Days) following such termination.

Parent Termination Fee. Notwithstanding any provision in this Agreement to the contrary, in the event that (i) In the event that this Agreement is terminated pursuant to by the Company under Section 8.1(f7.1(c) (Parent Change of Recommendation Termination), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by Parent under Section 7.1(f) (Parent Superior Proposal Termination), (iii) the Company or Parent pursuant terminates this Agreement under Section 7.1(j) (Vote Failure Termination) and, at the time of such termination, the Company would have been entitled to terminate this Agreement under Section 8.1(b7.1(c) (Parent Change of Recommendation Termination), or (iv) this Agreement is terminated under (A) Section 7.1(b) (Legal Restraint Termination), only as the result of a Legal Restraint issued or granted in respect of the Mergers by a Governmental Entity in connection with the matters set forth in Section 6.1(c)(i), or (B) Section 7.1(g) (Outside Date Termination), and at the time of any such termination under Section 7.1(b) (Legal Restraint Termination) or Section 8.1(d7.1(g) (Outside Date Termination), and in each case upon (x) one or more of the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a6.1(c)(i) or Section 6.1(d) (to the extent related to the matters set forth in Section 6.1(c)(i)) has not been satisfied or waived and (y) all other conditions to Closing set forth in Section 6.1 and Section 2.2(b) (6.2 have been satisfied or waived, other than (i) those conditions that by their terms or nature are to be satisfied at the Closing; provided that such conditions are then capable of being satisfied assuming the Closing and (ii) Date was the conditions set forth in Sections 2.2(a)(iidate of such termination), 2.2(a)(iii) or 2.2(b)(iv) (but solelythen, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parenteach case, Parent shall pay the applicable Parent Termination Fee to the Company, such payment to be made (1) no later than three (3) Business Days after the date of such termination for a termination contemplated by the foregoing clauses (i), (iii) or (iv) and (2) prior to or concurrently with such termination for a termination contemplated by the foregoing clause (ii). Promptly (and in any event no later than two (2) Business Days) following a termination pursuant to the foregoing clause (iv), the Company shall irrevocably elect in writing to accept or decline the Parent Termination Fee by wire transfer of immediately available funds (the “Company Election”); provided that, in the event that the Company does not deliver a Company Election within two (2) Business Days following such termination, the Company shall be deemed to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required have irrevocably elected to pay accept the Parent Termination Fee on more than one occasion, whether or not Fee. If the Company has declined the Parent Termination Fee may be payable under more than one provision Fee, the Company Election shall constitute an irrevocable waiver of this Agreement at the same or at different times and the occurrence of different eventsParent Termination Fee.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to of $65,000,000 310,000,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.funds; or (ii) In the event that this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company or Parent pursuant to of its obligations under Section 8.1(b) or Section 8.1(d), and in each case upon 5.7 has been the date principal cause of the imposition of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i)Legal Restraint, then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. If, but only if, (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f8.01(b)(i) (due to a failure to satisfy any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws)), then within one Section 8.01(b)(iii) (1if the Order, action or Applicable Law arises under Antitrust Laws) Business Day after or Section 8.01(c)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) (any such termination, a “Parent Termination Fee Triggering Termination”), (ii) at the time of such termination any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws) shall not be satisfied or waived by each applicable party hereto entitled to the Companybenefit of such condition, (iii) at the time of such termination all other conditions set forth in Section 7.01 and Section 7.02 shall be satisfied or shall have been waived other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions are capable of being satisfied if the Closing were to occur at the time of such termination) and (iv) the Company is not in material breach of this Agreement, which material breach was the principal cause of the failure to satisfy conditions to the Merger that resulted in the Parent Termination Fee Triggering Termination, then Parent shall pay to the Company a termination fee equal to $65,000,000 250,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds ). Notwithstanding anything to an account or accounts designated the contrary in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant Section 8.03(b), but subject to Section 8.1(b) or Section 8.1(d)8.02, and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company if the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay is paid, the Parent Termination Fee on more shall constitute liquidated damages, and from and after such termination, Parent shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than one occasion, whether or not the payment of the Parent Termination Fee may (and any related amounts owing pursuant to Section 8.03(d)) and such payments shall be payable the sole and exclusive remedy under more than one provision of this Agreement at of the same or at different times Company and its Subsidiaries and stockholders of the Company against Parent, Merger Sub and the occurrence Parent Related Parties in the event of different eventsa Parent Termination Fee Triggering Termination.

Parent Termination Fee. (i) In the event that If this Agreement is terminated pursuant to (x) Section 8.1(f6.1(d)(i) due to an Order arising from Antitrust Laws or (y) Section 6.1(d)(ii) and all conditions to this Agreement are satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived (where permissible pursuant to applicable Law), other than the conditions set forth in Section 5.1(a) (solely with respect to an Antitrust Law) or Section 5.1(b) (solely in connection with an Antitrust Law), and, in either case of clause (x) or (y), the Company is not then within one in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that is the primary cause of the failure of the conditions in Section 5.1(a) (1solely with respect to an Antitrust Law) Business Day after such termination by the Companyor Section 5.1(b) (solely in connection with an Antitrust Law) to be satisfied, then Parent shall promptly pay (or cause to be paid) to the Company a fee an amount equal to $65,000,000 22,045,127 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. . The Company’s receipt of the Parent Termination Fee (iiif and when due) In from Parent as provided in this Section 6.3(d) and, if applicable, the costs and expenses of the Company as provided in Section 6.3(e) shall be the sole and exclusive remedy available to the Company against Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is validly terminated by (including in the Company event of a breach, whether such breach is knowing, deliberate, willful, unintentional, an Intentional and Material Breach or Parent pursuant to Section 8.1(b) or Section 8.1(dotherwise), and in each case and, upon the date such payment of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer (if and when due) and, if applicable, the costs and expenses of immediately available funds Parent as provided in Section 6.3(e), none of Parent’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision arising out of this Agreement at or the same or at different times and the occurrence of different eventstransactions contemplated hereby.

Parent Termination Fee. If: (i) In the event that this This Agreement is terminated by the Company or Parent pursuant to Section 8.1(f10.01(b)(i), and at the End Date all conditions to Parent’s obligations to consummate the Merger set forth in Article 9, other than the conditions set forth in Section 9.01(b) (solely due to an Applicable Law that is an Antitrust Law or which relates to CFIUS), Section 9.01(c) or Section 9.01(d) have been satisfied (other than those of a nature to be satisfied at Closing, which shall be capable of being satisfied if the Closing Date were the date the notice of termination was delivered); then Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee within one (1) two Business Day Days after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing directed by the Company.; or (ii) In the event that this This Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b10.01(b)(ii) (solely due to an Applicable Law that is an Antitrust Law) or Section 8.1(d10.01(b)(iii), and at the termination date all conditions to Parent’s obligations to consummate the Merger set forth in each case upon Article 9, other than the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b9.01(b) (other than (i) those conditions solely due to an Applicable Law that by their terms is an Antitrust Law or nature are which relates to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(iiCFIUS), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h9.01(c) or Section 8.1(i9.01(d), would have been capable of being satisfied if the Closing Date were the date the notice of termination was delivered; then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee within two Business Days after such termination by wire transfer of immediately available funds to an account or accounts designated in writing directed by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. (ia) In the event that this Agreement is terminated pursuant Parent will pay to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to by wire transfer of cash in immediately available funds, $65,000,000 26,500,000 (the “Parent Termination Fee”), no later than two Business Days after the date of termination of this Agreement, if: (i) (A) this Agreement is terminated by wire transfer Parent or the Company pursuant to Section 9.1(b)(i) solely as a result of immediately available funds the failure to satisfy or waive by the time of such termination either (1) the condition set forth in Section 8.1(b) (if such failure arises solely from applicable Competition Laws), (2) the condition set forth in Section 8.1(c) (if such failure arises solely from a Restraint which is, or is imposed pursuant to, an applicable Competition Law) or (3) the condition set forth in Section 8.2(c) (if such failure arises solely from a Proceeding pursuant to an account applicable Competition Law), or accounts designated in writing (B) this Agreement is terminated by Parent or the Company.Company pursuant to Section 9.1(b)(ii) solely as a result of a Restraint which is, or is imposed pursuant, to an applicable Competition Law, and (ii) In in either case of the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(bforegoing clauses (i)(A) or Section 8.1(d(i)(B), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all other conditions set forth in Section 2.2(a) and Section 2.2(b) Article VIII are satisfied or waived as of the time of such termination (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing Effective Time, but which conditions would be satisfied if the Effective Time were to occur at the time of such termination). (b) Each of the Parties acknowledges that any amounts payable by Parent to the Company pursuant to this Section 9.4 are not a penalty, but rather, subject to Section 9.2, constitute liquidated damages in a reasonable amount that will compensate the Company for the efforts and resources expended and opportunities foregone while proposing and negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (iic) Parent acknowledges and agrees that the conditions set forth agreements contained in Sections 2.2(a)(ii)this Section 9.4 are an integral part of the transaction contemplated by this Agreement and that, 2.2(a)(iii) or 2.2(b)(iv) (but solelywithout these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails promptly to pay any amounts due under this Section 9.4 and, in order to obtain such payment, the case Company commences any Proceeding that results in a judgment against Parent for such amounts, Parent will pay interest on such amounts from the date payment of Sections 2.2(a)(iii) and 2.2(b)(iv), such amounts was due to the extent date of actual payment at the matter giving rise to prime rate as published by Bloomberg in effect on the failure of date such condition to be satisfied is related to Antitrust Laws)payment was due, together with the costs and expenses (including reasonable legal fees and expenses) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination incurred by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Companyconnection with such Proceeding. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. (ia) In the event that that: (i) (A) a bona fide proposal or offer with respect to a Takeover Proposal will have been proposed or communicated (and not withdrawn), after the date hereof and prior to the Company Shareholders Meeting (or prior to the termination of this Agreement if there has been no Company Shareholders Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b8.2(a) or Section 8.1(d8.2(c) and (C) within 12 months after the termination of this Agreement, the Company consummates, or enters into a definitive agreement in connection with, any such Takeover Proposal); provided that for purposes of this Section 8.6(a), and all references to “20%” in each case upon the date definition of such termination “Takeover Proposal” will be deemed to be references to “50%”; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(b8.3; or (iii) this Agreement is terminated by the Company pursuant to Section 8.4(a), then the Company will pay to Parent or Section 8.1(dits designees an amount (the “Parent Termination Fee”) equal to the sum of (x) $324,000, plus (y) all of the out-of-pocket fees and expenses, not to exceed $400,000 (including, without limitation, all fees and expenses of counsel and accountants), incurred by Parent, Merger Sub or their Affiliates in connection with this Agreement and the transactions contemplated by this Agreement, by wire transfer of same day funds as promptly as possible (but in any event (A) all conditions set forth in Section 2.2(awithin five (5) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, Business Days after such termination in the case of Sections 2.2(a)(iii) and 2.2(b)(iva termination referred to in clause (ii), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one two (12) Business Day after such termination Days following the entry by the Company into the definitive agreement in connection with a Takeover Proposal in the case of a termination referred to in clause (i) or Parent, Parent shall pay (C) prior to or concurrently with the Company termination of this Agreement in the Parent Termination Fee by wire transfer case of immediately available funds a termination pursuant to an account or accounts designated in writing by the Company. clause (iii) The parties hereto acknowledge and hereby agree )); it being understood that in no event shall Parent will the Company be required to pay the Parent Termination Fee on more than one occasion, whether or not . (b) In the event that the Company fails to pay the Parent Termination Fee may be payable when due and in accordance with the requirements of this Agreement, the Company will reimburse Parent for reasonable costs and expenses actually incurred or accrued by Parent (including fees and expenses of counsel) in connection with the collection under more than one provision and enforcement of this Section 8.6, together with interest on such unpaid Parent Termination Fee commencing on the date that the Parent Termination Fee became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 3.00%. Such collection expenses will not otherwise diminish in any way the payment obligations hereunder. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.6 are an integral part of the transactions contemplated by this Agreement, (ii) the damages resulting from termination of this Agreement at under circumstances where a Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the same or at different times amount payable pursuant to Section 8.6(a) is not a penalty but rather constitutes an amount akin to liquidated damages in a reasonable amount that will compensate Parent for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the occurrence expectation of different eventsthe consummation of the transactions contemplated by this Agreement and (iii) without the agreements contained in this Section 8.6, Parent would not have entered into this Agreement.

Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated (i) (A) by the Company or by any Parent pursuant to Party in accordance with Section 8.1(b) or Section 8.1(d8.1(b)(i), and (B) the Company has not breached in each case upon any material respect any of its covenants or other agreements hereunder such that the date of such termination pursuant condition to Section 8.1(b) or Section 8.1(d) (A) all conditions Closing set forth in Section 2.2(a7.1(c) would not be satisfied, and Section 2.2(b(C) all conditions to Closing (other than (ithe condition to Closing set forth in Section 7.1(c) and other than those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)Closing) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to except for the condition set forth in Section 8.1(h) or Section 8.1(i7.1(c), then within one (1ii) Business Day after such termination (A) by the Company or Parentby any Parent Party in accordance with Section 8.1(b)(ii)(x), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the closing condition set forth in Section 7.1(b)(x) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.1(b) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived or (iii) by the Company in accordance with Section 8.1(c)(i) or Section 8.1(c)(ii), then, subject to Section 8.2(e), Parent shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Tianjin Qisi Technology CO., Ltd. (天津奇思科技有限公司), a Company Subsidiary established in the PRC (“Designated Company the Parent Termination Fee Recipient”), by wire transfer of immediately available funds in RMB to an account one or more accounts of the Designated Company Recipient designated in writing by the Company. , the Parent Termination Fee. “Parent Termination Fee” means, (iiix) The parties hereto acknowledge in the case of Section 8.2(c)(i) or Section 8.2(c)(ii), an amount equal to RMB641,000,000, and hereby agree that (y) in the case of Section 8.2(c)(iii), an amount equal to RMB2,884,500,000. For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. (ia) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(h) or Section 7.1(j) (or by the Company or Parent pursuant to Section 7.1(b) at a time when the Company could have terminated this Agreement pursuant to Section 7.1(h) or Section 7.1(j)), then within one (1) Business Day after such termination by the Company, Parent shall pay pay, or cause to be paid, to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) or its designee, in cash by wire transfer of immediately available funds to an account or accounts designated in writing the account(s) specified by the Company. , at the time specified in the next sentence, a termination fee in the amount of $55,415,734 (iithe “Parent Termination Fee”). The Parent Termination Fee (if payable) In the event that this Agreement is validly terminated shall be paid by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of within two business days following such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at of this Agreement. For the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii)avoidance of doubt, 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated shall be payable only once and not in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not duplication even though the Parent Termination Fee may be payable under one or more than one provision of this Agreement provisions hereof at the same or at different times and upon the occurrence of different events. (b) Notwithstanding anything to the contrary set forth in this Agreement, but subject to (v) Section 7.2, (w) Section 7.4(a) and Section 7.4(c), (x) Section 5.7(f), (y) an order of specific performance as, and only to the extent expressly permitted by, Section 8.12 and (z) the Company’s rights and remedies under the Limited Guaranty (subject to the terms thereof): (i) the Company’s right to terminate this Agreement and, if this Agreement is terminated in circumstances in which the Parent Termination Fee is payable hereunder, receive the Parent Termination Fee, shall be the sole and exclusive remedy of the Company against (1) Parent, (2) Acquisition Sub, (3) Sponsor, (4) the Debt Financing Related Parties and (5) any former, current or future general or limited partners, directors, officers, employees, agents, members, managers, attorneys or representatives of any Person named in the foregoing clauses (1), (2), (3) or (4) or any of their respective Affiliates or representatives (collectively, the Persons named in the foregoing clauses (1) through (5), the “Parent Related Parties”) for any loss suffered as a result of, relating to or arising out of such termination, this Agreement, the Equity Financing Commitment Letter, the Debt Financing Commitment Letter, the Definitive Financing Agreements, the other agreements referred to herein and the transactions contemplated hereby, including any breach of this Agreement by Parent or Acquisition Sub, the termination of this Agreement or the failure to consummate the transactions contemplated hereby, and (ii) none of the Parent Related Parties shall have any Liability or obligation to the Company or any of its Affiliates as a result of, relating to or arising out of this Agreement, the Equity Financing Commitment Letter, the Debt Financing Commitment Letter, the Definitive Financing Agreements, the other agreements referred to herein or the transactions contemplated hereby or thereby, or any claims or actions arising out of any breach of this Agreement by Parent or Acquisition Sub, the termination of this Agreement or the failure to consummate the transactions contemplated hereby. For the avoidance of doubt, (I) the sum of an amount equal to the Parent Termination Fee and the amount payable under Section 7.4(c) and the amount payable under Section 5.7(f) is intended to serve as a cap on the maximum aggregate monetary liability of the Parent Related Parties under this Agreement in the event Parent or Acquisition Sub breaches this Agreement or fails to perform hereunder, and under no such circumstances shall the Company be entitled to collect, if due, more than the amounts specified in this clause (I), and (II) while the Company may pursue both a grant of specific performance of the type contemplated by Section 8.12 and the payment of the Parent Termination Fee pursuant Section 7.4(a), as the case may be, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance to consummate the transactions contemplated hereby pursuant Section 8.12 and monetary damages, including all or any portion of the Parent Termination Fee. (c) If Parent fails to pay the Parent Termination Fee when due, then Parent shall pay to the Company interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid.

Parent Termination Fee. (ia) In the event that this Agreement is terminated pursuant If, due to Section 8.1(f)a condition, then within one (1) Business Day after such termination or an action or inaction by Parent or Acquisition Sub, the Company, while not in material breach of any of its obligations hereunder, terminates this Agreement pursuant to the terms of Section 7.1(c)(i), Section 7.1(c)(iii) or Section 7.1(c)(iv), the parties agree that the Company shall have suffered a loss of an incalculable nature and amount, unrecoverable in law, and Parent shall pay to the Company a fee equal to of Six Million Dollars ($65,000,000 6,000,000) (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event ); provided that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at in no event shall the Closing and (ii) the conditions set forth in Sections 2.2(a)(iicondition(s), 2.2(a)(iiiaction(s) or 2.2(b)(ivinaction(s) (but solelywhich, individually or in the case of Sections 2.2(a)(iii) and 2.2(b)(iv)aggregate, to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company caused the Parent Termination Fee by wire transfer of immediately available funds to an account become due and payable, have manifested or accounts designated occurred after the Termination Date; (ii) in writing by no event shall the Company. Parent Termination Fee become due and payable if this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(c)(ii), or Section 7.1(d); and (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. The Parent Termination Fee shall be payable in immediately available funds by wire transfer no later than three (3) Business Days after such termination. (b) Notwithstanding anything to the contrary in this Agreement, whether if the Company exercises its right to terminate this Agreement pursuant to Section 7.1(c)(i), Section 7.1(c)(iii) or not Section 7.1(c)(iv), the Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 7.4 shall be the sole and exclusive remedy of the Company or any of its affiliates against the Parent or any of its affiliates or any of their respective stockholders, partners, members or representatives for any and all losses that may be payable under more than one provision suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Parent Termination Fee in accordance with this Section 7.4, none of Parent or any of its affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement at or the same or at different times transactions contemplated by this Agreement. (c) Payment of the Parent Termination Fee, in the event that the Parent Termination Fee shall become due and payable under the occurrence terms of different eventsthis Section 7.4, shall be secured by an Irrevocable Standby Letter of Credit, in the form attached hereto as Exhibit B, extended by First Niagara Bank for the benefit of the Company.

Parent Termination Fee. (i) In the event that If, but only if, (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(f9.01(b) (due to a failure to satisfy any condition set forth in Section 8.01(b) or Section 8.01(c) (if the Restraint arises under Antitrust Laws in the United States)) or Section 9.01(c) (if the Order arises under Antitrust Laws in the United States) (any such termination, a “Parent Termination Fee Triggering Termination”), (B) at the time of such termination any condition set forth in Section 8.01(b) or Section 8.01(c) (if the Restraint arises under Antitrust Laws in the United States) shall not be satisfied or waived by each applicable Party entitled to the benefit of such condition, to the extent a waiver is permitted under Applicable Law and this Agreement, (C) at the time of such termination all other conditions set forth in Section 8.01 and Section 8.02 (other than the conditions set forth in Section 8.01(a) (Requisite Stockholder Approval) (solely to the extent that the condition set forth in Section 8.01(d) has not been satisfied), Section 8.01(d) (Form S-4), Section 8.02(e) (Employees), Section 8.02(f) (Dissenters’ Rights) or Section 8.2(i) (Litigation) (to the extent such condition fails to be satisfied due to a pending Proceeding relating to Antitrust Laws in the United States)) shall be satisfied or shall have been waived other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions are capable of being satisfied if the Closing were to occur at the time of such termination) and (D) the Company is not in material breach of this Agreement, which material breach was the principal cause of the failure to satisfy conditions to the Mergers that resulted in the Parent Termination Fee Triggering Termination or the condition set forth in Section 8.01(d) (Form S-4), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a termination fee in an amount equal to (x) $65,000,000 230,000,000 plus (y) to the extent that this Agreement is validly extended by Parent pursuant to Section 9.01(b) from the Initial End Date to any Incremental Extended End Date, an amount equal to (1) $24,000,000 multiplied by (2) the number of Incremental Extensions, if any (collectively, the “Parent Termination Fee”) ), by wire transfer of immediately available funds no later than two (2) Business Days after the termination of this Agreement to an account or accounts designated in writing by the Company. (ii) In ; provided, that, for the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date avoidance of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solelydoubt, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent no event shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Companyexceed $350,000,000. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. In the event that: (i) In This Agreement is terminated by the event that Company or Ultimate Parent pursuant to Section 7.1(b)(i) and (A) as of the date of such termination the condition set forth in Section 6.1(c) shall not have been satisfied, (B) the Company had the right to terminate this Agreement pursuant to Section 7.1(b)(i), and (C) immediately before such termination, the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(d) would have been satisfied had the Closing taken place as of the date of termination; (ii) this Agreement is terminated by the Company or Ultimate Parent pursuant to Section 8.1(f7.1(b)(ii) (provided that such final and non-appealable injunction or similar order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have been issued or entered pursuant to applicable Antitrust Laws) and (A) the Company had the right to terminate this Agreement pursuant to Section 7.1(b)(ii), then within one and (1B) Business Day after immediately before such termination, the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(d) would have been satisfied had the Closing taken place as of the date of termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(iii); (iv) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); or (v) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii) and at the time of such termination by the CompanyCompany would have been entitled to terminate this Agreement pursuant to Section 7.1(d)(ii); then the Parent Entities shall, Parent shall jointly and severally, in any such event under clauses (i) through (iv) of this Section 7.2(c), pay to the Company a termination fee equal to of $65,000,000 400 million in cash (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. no later than two (ii2) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon Business Days after the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree it being understood that in no event shall the Parent Entities, collectively, be required to pay the Parent Termination Fee on more than one occasion). For the avoidance of doubt, whether or not the Parent Entities have a joint and several obligation to pay the Parent Termination Fee may be payable pursuant to clause (i) above notwithstanding that a Governmental Entity has required that the Parent Entities and/or the Company (or any of their Subsidiaries) take one or more actions to obtain approval under more than one provision the HSR Act that, if taken, would constitute an Antitrust Material Adverse Effect. The Parties have agreed in light of the circumstances existing at the time of execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Company) this Section 7.2(c) is reasonable, that the Parent Termination Fee represents a good faith, fair estimate of the damages that the Company would suffer in the applicable circumstances and that the Parent Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the Company to prove actual damages. Notwithstanding anything to the contrary in this Agreement, in the event that the Parent Entities and/or Merger Sub fail to effect the Closing for any reason or no reason or otherwise breach this Agreement (whether willfully, intentionally, knowingly or otherwise) or fail to perform hereunder (whether willfully, intentionally, knowingly or otherwise), then, except for an order of specific performance as and only to the extent expressly permitted by Section 8.13, the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the same or at different times Company, its Subsidiaries and the occurrence Company Related Parties against the Parent Entities and each of different eventstheir respective former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) in respect of this Agreement, any Contract or agreement executed in connection herewith (including the Debt Commitment Letters, the Equity Commitment Letter and the Guarantees) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VII and collect hereunder or as otherwise provided in the Guarantees, if due, (i) the Parent Termination Fee pursuant to this Section 7.2(c); (ii) any amount due pursuant to Section 7.5, Section 7.6, and clause (ii) of Section 7.2(a); and (iii) any costs, expenses and/or interest payable pursuant to Section 7.2(d), and upon payment of all such amounts, no Parent Related Party shall have any other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with this Agreement (including the Debt Commitment Letters, the Equity Commitment Letter and the Guarantees) (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither the Company nor any other Company Related Party shall be entitled to bring or maintain any other claim, action or proceeding against the Parent Entities, Merger Sub or any other Parent Related Party arising out of this Agreement or any of the transactions contemplated hereby or any matters forming the basis for such termination. Notwithstanding anything to the contrary in this Agreement, the Company agrees that the maximum aggregate liability of the Parent Entities, under this Agreement shall be limited to an amount equal to the Parent Termination Fee, plus the applicable amounts referenced in clauses (ii) and (iii) of the prior sentence, and in no circumstances shall the Company seek any money damages in excess of such amount.

Parent Termination Fee. (i) In the event that this Agreement is terminated by (i) the Company pursuant to Section 8.1(f)8.3(b) (the section relating to material breach by Parent or Merger Sub) and the breach by Parent or Merger Sub giving rise to such termination is the principal cause of the failure of the Merger to be consummated, then within one in such case, unless, prior to such termination, (1A) Parent and Merger Sub deliver written notice at least two (2) Business Day after such termination by Days in advance of the Company, Parent shall pay to Breach End Date informing the Company a fee equal that Parent and Merger Sub would be ready, willing and able to $65,000,000 consummate the Merger in accordance with its terms no later than the Breach End Date and (B) Parent and Merger Sub stood ready, willing and able to consummate the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated Merger in writing by accordance with its terms on the Company. Breach End Date, (ii) In the event that this Agreement is validly terminated by the Company or pursuant to Section 8.3(c) (the section relating to failure to consummate on the Closing Date specified by Section 1.2), (iii) Parent pursuant to Section 8.1(b8.4(b) or (the section relating to material breach by the Company) if (x) a Company Material Adverse Effect has occurred and (y) no termination right would have existed thereunder if each reference to “Company Material Adverse Effect” in this Agreement (other than the references thereto in Section 8.1(d5.1(a)(ii), Section 5.1(f) and in each case upon this Section 8.5(c)) had been replaced with a reference to “Whole Company Material Adverse Effect” or (iv) by Parent or the date of such termination Company pursuant to Section 8.1(b) or Section 8.1(d8.2(a) (Athe section relating to the Termination Date), if (x) all conditions set forth in Section 2.2(aa Company Material Adverse Effect has occurred and (y) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) time of termination, all of the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) 7.1 and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) 7.2 would have been satisfied or waived and (Bincluding Section 7.2(a) Parent is but other than other conditions that by their nature cannot entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.be

Parent Termination Fee. Notwithstanding any provision in this Agreement to the contrary, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f8.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 7.1(b) or Section 7.1(c) (with respect to Section 7.1(b), then within one as the result of a Legal Restraint issued or granted in respect of the Merger or the other Transactions by a Governmental Entity in the U.S. pursuant to the HSR Act or any other applicable Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals) have not been satisfied or waived, (1B) Business Day after the condition set forth in Section 7.1(a) has been satisfied, and (C) all of the other conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time)); or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c) as the result of a Legal Restraint issued or granted in respect of the Transactions by a Governmental Entity in the U.S. pursuant to the HSR Act or any other applicable Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals and, at the time of such termination the condition set forth in Section 7.1(a) has been satisfied and one or more of the conditions set forth in Section 7.1(b) and Section 7.1(c) (with respect to Section 7.1(b), as the result of a Legal Restraint issued or granted in respect of the Merger or the other Transactions by a Governmental Entity in the CompanyU.S. pursuant to the HSR Act or any other applicable Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals) have not been satisfied or waived, and all of the other conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time)); then, in each case, Parent shall pay the Parent Termination Fee to the Company a fee equal to $65,000,000 as promptly as practicable (and, in any event, within three (3) Business Days following the “Parent Termination Fee”date of such termination) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) . In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not . Upon the payment by Parent of the Parent Termination Fee may as and when required by this Section 8.3(b), together with the Enforcement Expenses, none of the Parent Related Parties or any Debt Financing Source shall have any further liability with respect to this Agreement or the Transactions to the Company Related Parties or any other Person, except to the extent provided in Section 8.2. Payment of the Parent Termination Fee pursuant to this Section 8.3(b), together with the Enforcement Expenses, shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company, any of its Affiliates or Representatives or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and upon such payment, none of the Company Related Parties or any other Person shall be entitled to bring or maintain any Action or Legal Proceeding against any of the Parent Related Parties or any Debt Financing Source arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 8.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 8.3(b), together with the Enforcement Expenses, shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable under more than one provision pursuant to this Section 8.3(b) against any of the Parent Related Parties or any Debt Financing Source for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties or any Debt Financing Source shall have any further liability or obligation relating to or arising out of this Agreement at or the same or at different times and Transactions, except, in each case, to the occurrence of different eventsextent provided in Section 8.2.

Parent Termination Fee. (i) In the event that this Agreement is terminated by (i) the Company pursuant to Section 8.1(f8.3(b) (the section relating to material breach by Parent or Merger Sub) and the breach by Parent or Merger Sub giving rise to such termination is the principal cause of the failure of the Merger to be consummated, in such case, unless, prior to such termination, (A) Parent and Merger Sub deliver written notice at least two (2) Business Days in advance of the Breach End Date informing the Company that Parent and Merger Sub would be ready, willing and able to consummate the Merger in accordance with its terms no later than the Breach End Date and (B) Parent and Merger Sub stood ready, willing and able to consummate the Merger in accordance with its terms on the Breach End Date, (ii) the Company pursuant to Section 8.3(c) (the section relating to failure to consummate on the Closing Date specified by Section 1.2), then within one (1iii) Business Day after such termination Parent pursuant to Section 8.4(b) (the section relating to material breach by the Company) if (x) a Company Material Adverse Effect has occurred and (y) no termination right would have existed thereunder if each reference to “Company Material Adverse Effect” in this Agreement (other than the references thereto in Section 5.1(a)(ii), Section 5.1(f) and this Section 8.5(c)) had been replaced with a reference to “Whole Company Material Adverse Effect” or (iv) by Parent shall or the Company pursuant to Section 8.2(a) (the section relating to the Termination Date), if (x) a Company Material Adverse Effect has occurred and (y) at the time of termination, all of the conditions set forth in Sections 7.1 and 7.2 would have been satisfied (including Section 7.2(a) but other than other conditions that by their nature cannot be satisfied other than at the Closing, all of which are capable of being satisfied at the closing) if each reference to “Company Material Adverse Effect” in this Agreement (other than the references thereto in Section 5.1(a)(ii), Section 5.1(f) and this Section 8.5(c)) had been replaced with references to “Whole Company Material Adverse Effect”, then Parent shall, no later than three Business Days after the date of such termination, pay or cause to be paid to the Company a fee equal to $65,000,000 (I) in the “case of clause (i) or clause (ii) of this Section 8.5(c), the Parent Termination Fee”Fee and (II) in the case of clause (iii) or clause (iv) of this Section 8.5(c), the amount of the Company Expenses, in each case, by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree it being understood that in no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion, whether occasion or not both the Parent Termination Fee may and the Company Expenses). “Parent Termination Fee” shall mean an amount equal to $84,000,000. For purposes of this Agreement, “Whole Company Material Adverse Effect” means a Company Material Adverse Effect, except that, solely for purposes of this definition, (i) each reference to “either (1) the PLG Business, taken as a whole, or (2) the PSS Business, taken as a whole” set forth in the definition of Company Material Adverse Effect shall be payable under more than one provision deemed to be replaced with “the Company and its Subsidiaries, taken as a whole” and (ii) each reference to “the PLG Business or the PSS Business” set forth in the definition of Company Material Adverse Effect shall be deemed to be a replaced with “the Company and its Subsidiaries”. “Company Expenses” means, without duplication of any fees or expenses previously paid by Parent, all reasonable and documented out-of-pocket fees and expenses (including reasonable legal and accounting fees and expenses but excluding any financial advisor fees) actually incurred by the Company and its Subsidiaries between the date of this Agreement at the same or at different times and the occurrence termination of different eventsthis Agreement in connection with the Company’s compliance with the covenants set forth in this Agreement in furtherance of the Merger or the Carveout Transaction (and not including any fees or expenses incurred in connection with any Acquisition Proposal). From time to time following the date hereof (but no more frequently than every twenty (20) Business Days), the Company shall provide promptly all information and documentation reasonably requested by Parent to evidence the Company Expenses incurred as of such date and the amount thereof.

Parent Termination Fee. Notwithstanding anything to the contrary in this Agreement, if Parent or the Company shall have terminated this Agreement pursuant to Section 8.01(b) or Section 8.01(c) (but only to the extent the applicable Legal Restraint relates to Requisite Regulatory Approvals or otherwise in connection with Antitrust Laws) and, at the time of such termination, (i) In one or more of the event conditions set forth in Section 7.01(b), Section 7.01(c), Section 7.03(e) or Section 7.03(f) (in the case of Section 7.01(b) and Section 7.03(e), but only to the extent the applicable Legal Restraint relates to Requisite Regulatory Approvals or otherwise in connection with Antitrust Laws) has not been satisfied or waived, (ii) all of the other conditions set forth in Section 7.01 and Section 7.03 have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (iii) no breach by the Company of its obligations under Section 6.02 has principally caused the failure of the satisfaction of all or any of the conditions listed in clause (i) of this Agreement is terminated pursuant to Section 8.1(f8.03(b), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) pay, by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. , a fee of $584,400,000 in cash (iithe “Parent Termination Fee”) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(bwithin three (3) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day business days after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree termination; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not . Upon the payment by Parent of the Parent Termination Fee may be payable under more than one provision as and when required by this Section 8.03(b), none of the current, former, or future Parent Parties shall have any further liability with respect to this Agreement at or the same Transactions to any Company Party. In the event the Parent Termination Fee becomes due and payable, payment from Parent of the Parent Termination Fee pursuant to this Section 8.03(b) (and any Enforcement Expenses due pursuant to Section 8.03(c)) shall be the sole and exclusive remedy of the Company Parties against the Parent Parties for any and all losses or at different times damages suffered or incurred by the Parties or any other Person in connection with this Agreement (and the occurrence termination hereof), the Transactions (and the abandonment thereof), or any matter forming the basis for such termination or abandonment, and, upon payment of different eventsthe Parent Termination Fee, none of the Parent Parties shall have any further liability or obligation arising out of or relating to this Agreement or the Transactions.

Parent Termination Fee. Notwithstanding any provision in this Agreement to the contrary, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f8.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 7.1(b) or Section 7.1(c) (with respect to Section 7.1(b), then within only as the result of a Legal Restraint issued or granted in respect of the Merger or the other Contemplated Transactions by (x) a Governmental Entity in the U.S. or any other jurisdiction specified in Section 7.1(c) of the Company Disclosure Letter pursuant to the HSR Act or any other applicable Antitrust Law or Foreign Investment Law or (y) CFIUS or the President of the United States) have not been satisfied or waived, (B) the condition set forth in Section 7.1(a) has been satisfied and (C) all of the other conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time)); or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c), only as the result of a Legal Restraint issued or granted in respect of the Contemplated Transactions by (A) a Governmental Entity in the U.S. or any other jurisdiction specified in Section 7.1(c) of the Company Disclosure Letter pursuant to the HSR Act or any other applicable Antitrust Law or Foreign Investment Law or (B) CFIUS or the President of the United States and, at the time of such termination, the condition set forth in Section 7.1(a) has been satisfied and one or more of the conditions set forth in Section 7.1(b) and Section 7.1(c) (1with respect to Section 7.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other Contemplated Transactions by (x) Business Day after a Governmental Entity in the U.S. or any other jurisdiction specified in Section 7.1(c) of the Company Disclosure Letter pursuant to the HSR Act or any other applicable Antitrust Law or Foreign Investment Law or (y) CFIUS or the President of the United States) have not been satisfied or waived, and all of the other conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied or waived (other than any such termination conditions that by their nature are to be satisfied at the CompanyClosing (if such conditions would be satisfied were the Closing to occur at such time)); then, in each case, Parent shall pay the Parent Termination Fee to the Company a fee equal to $65,000,000 as promptly as practicable (and, in any event, within three (3) Business Days following the “Parent Termination Fee”date of the Company Election, which shall, for the avoidance of doubt, occur after the date of termination) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. . Promptly following a termination described in Section 8.3(b)(i) or (ii) In the event that this Agreement is validly terminated by ), the Company shall irrevocably elect in writing to accept or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company decline the Parent Termination Fee by wire transfer (the “Company Election”). If the Company has declined the Parent Termination Fee, the Company Election shall constitute an irrevocable waiver of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in Parent Termination Fee. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not . Upon the payment by Parent of the Parent Termination Fee may be as and when required by this Section 8.3(b) and subject to the Company’s election to accept Parent Termination Fee specified in the Company Election, together with any fees, costs, expenses and interest payable under more than one provision pursuant to Section 8.3(c), none of the Parent Related Parties or any Debt Financing Source shall have any further liability with respect to this Agreement or the Contemplated Transactions to the Company Related Parties or any other Person, except to the extent provided in Section 8.2 and except in the case of a Willful Breach of this Agreement at or Fraud by Parent (in which case the same Company shall be entitled to seek monetary damages, recovery or at different times award from Parent; provided, that, in no event will the Company Related Parties or any other Person be entitled to seek monetary damages, recovery or award for Willful Breach of this Agreement or Fraud arising out of any matter forming the basis for such termination if the Company has elected to accept the Parent Termination Fee in the Company Election). If the Company has elected to accept the Parent Termination Fee in the Company Election, payment of the Parent Termination Fee pursuant to this Section 8.3(b) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Acquired Companies, any of their respective Affiliates or Representatives or any other Person in connection with this Agreement (and the occurrence termination hereof), the Contemplated Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and, upon the Company’s election to accept the Parent Termination Fee in the Company Election, none of different eventsthe Company Related Parties or any other Person shall be entitled to bring or maintain any Action or Legal Proceeding against any of the Parent Related Parties or any Debt Financing Source arising out of or in connection with this Agreement, any of the Contemplated Transactions or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 8.2 and except in the case of a Willful Breach of this Agreement or Fraud by Parent or Merger Sub (in which case the Company shall be entitled to seek monetary damages, recovery or award from Parent or Merger Sub); provided, that, in no event will the Company Related Parties or any other Person be entitled to seek monetary damages, recovery or award for Willful Breach of this Agreement or Fraud arising out of any matter forming the basis for such termination if the Company has elected to accept the Parent Termination Fee in the Company Election. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 8.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 8.3(b) against any of the Parent Related Parties or any Debt Financing Source for any loss suffered as a result of the failure of the Contemplated Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties or any Debt Financing Source shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions, except, in each case, to the extent provided in Section 8.2 and except in the case of a Willful Breach of this Agreement or Fraud by Parent or Merger Sub (in which case the Company shall be entitled to seek monetary damages, recovery or award from Parent or Merger Sub); provided, that, in no event will any of the Parent Related Parties be liable for monetary damages, recovery or award for Willful Breach of this Agreement or Fraud arising out of any matter forming the basis for such termination if the Company has elected to accept the Parent Termination Fee in the Company Election.