Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(i) (provided that all of the other conditions set forth in Article VII have been satisfied or validly waived, except for those conditions that by their terms must be satisfied at the Closing; and further provided that such conditions would have been so satisfied if the Closing would have occurred on the date of termination), then Parent shall pay the Parent Termination Fee to the Company or its designees within two (2) Business Days after such termination.

Parent Termination Fee. In the event that If this Agreement is validly terminated by the Company pursuant to Section 8.1(c)(i8.1(g) or Section 8.1(i) (provided that all of or by the other conditions set forth in Article VII have been satisfied Company under Section 8.1(c) at a time when the Company is entitled to terminate under Section 8.1(g) or validly waived, except for those conditions that by their terms must be satisfied at the Closing; and further provided that such conditions would have been so satisfied if the Closing would have occurred on the date of terminationSection 8.1(i)), then Parent shall pay the Parent Termination Fee pay, or cause to be paid, to the Company or its designees an amount equal to $4,500,000.00 (the “Parent Termination Fee”) within two (2) Business Days after following such termination.

Parent Termination Fee. In the event that If, but only if, this Agreement is terminated (x) by the Company pursuant to Section 8.1(c)(i9.01(f) or Section 9.01(i), or (provided that all of y) by the other conditions set forth in Article VII have been satisfied Company or validly waived, except for those conditions that by their terms must be satisfied Parent pursuant to Section 9.01(b) and at the Closing; and further provided that time of such conditions would termination the Company could have been so satisfied if the Closing would have occurred on the date of terminationterminated this Agreement pursuant to Section 9.01(f) or Section 9.01(i), then Parent shall pay pay, or cause to be paid, to the Company within five (5) Business Days following such termination the Parent Termination Fee to the Company or its designees within two (2) Business Days after such terminationFee.

Parent Termination Fee. In the event that (a) If this Agreement is terminated by (x) the Company pursuant to and in accordance with Section 8.1(c)(i7.1(e) or Section 7.1(i) or (provided that all of y) the other conditions set forth Company or Parent pursuant to and in Article VII have been satisfied or validly waivedaccordance with Section 7.1(c) if, except for those conditions that by their terms must be satisfied at the Closing; and further provided that time of such conditions termination, the Company would have been so satisfied if the Closing would have occurred on the date of terminationentitled to terminate this Agreement pursuant to Section 7.1(e) or Section 7.1(i), then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer (to the Company or its designees an account designated by Parent) in immediately available funds within two (2) Business Days after such termination.

Parent Termination Fee. In the event that If, but only if, this Agreement is validly terminated by the Company pursuant to Section 8.1(c)(i8.01(f) (provided that all of the other conditions set forth in Article VII have been satisfied or validly waivedSection 8.01(i), except for those conditions that by their terms must be satisfied at the Closing; and further provided that such conditions would have been so satisfied if the Closing would have occurred on the date of terminationor is otherwise terminated when terminable pursuant to Section 8.01(f) or Section 8.01(i), then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee to the Company or its designees within two five (25) Business Days after following such termination.

Parent Termination Fee. In Parent agrees that, if the event that Company shall terminate this Agreement is terminated by the Company (i) pursuant to Section 8.1(c)(i8.01(b)(i) (provided that all and, at the time of such termination, the other conditions set forth in Article VII Section 7.01 and Sections 7.02(a) and (b) have been satisfied satisfied, or validly waived, except for those conditions that by their terms must be satisfied at the Closing; and further provided that such conditions would have been so satisfied if the Closing would have occurred on the date of termination(ii) pursuant to Section 8.01(d)(i), then in either such case Parent shall pay the Parent Termination Fee to the Company or its designees within a fee of 3.00% of the Merger Consideration (the “Parent Termination Fee”) in immediately available funds no later than two (2) Business Days after written notice from the Company of such termination.

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(i) (provided that all of the other conditions set forth in Article VII have been satisfied or validly waived, except for those conditions that by their terms must be satisfied at the Closing; and further provided that such conditions would have been so satisfied if the Closing would have occurred on the date of termination8.3(c), then Parent shall pay to the Company a termination fee of $560,000,000 (the “Parent Termination Fee”) in accordance with this Section 8.5(c); (ii) In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Payment of the Parent Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by the Company or its designees within promptly, but in no event later than two (2) Business Days business days after such terminationtermination by the Company pursuant to Section 8.3(c).