Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(c), then Parent shall pay to the Company, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Parent Termination Fee. (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination shall pay the Company promptly (and in any event within three Business Days) a termination fee equal to $356,000,000 of twenty nine million four hundred and forty-five thousand dollars (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no in the event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If this Agreement is terminated (i) by Parent or the Company pursuant to Section 8.2(c8.1(g) or Section 8.1(i) or (ii) by the Company or Parent pursuant to Section 8.1(c) (at a time at which the Company had the right to terminate this Agreement pursuant to Section 8.1(g) or Section 8.1(i), then ). The Parent Termination Fee shall pay be paid to the Company, Company by wire transfer of immediately available funds, a fee equal funds to $25,000,000 (an account or accounts designated in writing by the “Company Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Company.