Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of the Company Stockholders’ Meeting, a bona fide Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant to Section 7.1(b)(ia third party) or Section 7.1(b)(iii) and not publicly withdrawn at a time when a Takeover Proposal is pending, or least two (2) by Parent pursuant business days prior to Section 7.1(c)(ithe Company Stockholders’ Meeting, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “twenty percent (20%)” and “eighty percent (80%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.”

Termination Fee. (a) In If this Agreement is terminated by either Parent or the event that: (i) (A) a Takeover Proposal or intention Company pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the CompanySection 7.1(d), the Company Board or a committee thereofshall pay Parent the amount (not to exceed $90,000,000) of out-of-pocket costs and expenses incurred by Parent in connection with this Agreement and the transactions contemplated hereby, and by wire transfer (Bto an account designated by Parent) in immediately available funds within two Business Days after such termination. If (i) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending7.1(h), or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.1(g), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) (A) a Pre-Termination Takeover Proposal shall have occurred at any time following the date of this Agreement and prior to the event giving rise to the right to terminate this Agreement and thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent 7.1(b) or its designee the Termination Fee concurrently with such termination; and (ivSection 7.1(d) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.1(f) due and (B) either (1) both (x) at any time on or prior to the Company’s willful breach twelve month anniversary of such termination, the Company or failure to perform any of its covenants or agreements set forth in Subsidiaries enters into a definitive agreement with respect to any transaction included within the Agreement at a time when a definition of Company Takeover Proposal is pending(a “Company Takeover Transaction”) (whether or not involving the same Company Takeover Proposal as that which was the subject of the Pre-Termination Takeover Proposal Event) and (y) at any time on or prior to the twenty-four month anniversary of the date of the definitive agreement contemplated by clause (x), then the Company shall pay to Parent or any of its designee Subsidiaries consummates a Company Takeover Transaction (whether or not involving the Expenses within two same party that entered into the definitive agreement contemplated by the foregoing clause (x)) or (2) Business Days after receipt by at any time on or prior to the twelve month anniversary of such termination, the Company or any of documentation supporting such Expenses; it being understood that in no event shall the its Subsidiaries consummates a Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the ExpensesTakeover Transaction, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not (less any amount previously paid pursuant to the first sentence of this Section 7.3(a) in respect of a penaltytermination by either Parent or the Company pursuant to Section 7.1(d)), but rather are liquidated damages by wire transfer (to an account designated by Parent) in a reasonable amount that will compensate Parent and Merger Sub, as immediately available funds in the case may beof clause (i), in accordance with Section 5.3(f), in the circumstances case of clause (ii), within two Business Days of such termination, or in which such Termination Fee and/or Expenses, as the case may beof clause (iii), are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the upon consummation of the transactions Company Takeover Transaction contemplated herebyby clause (1)(y) or (2); provided, which amount would otherwise that for the purposes of clause (B) only, all references in the definition of Company Takeover Proposal to “15%” shall instead be impossible references to calculate “50%.” (b) For purposes of this Section 7.3, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if a Company Takeover Proposal shall have been made known to the Company’s Board of Directors or senior management or shall have been made directly to the Company’s stockholders generally or any bona fide acquiror (or Representative thereof acting on behalf of a bona fide acquiror) shall have publicly announced a Company Takeover Proposal with precisionrespect to the Company, and in any such case such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to such termination (or in the case of a termination pursuant to Section 7.1(d), at least five Business Days prior to the Company Stockholders’ Meeting) (it being understood, for the avoidance of doubt, that a person shall be a bona fide acquiror if it possesses or could reasonably be believed to have access to the resources necessary to consummate such Company Takeover Proposal).

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(f), then the Company shall, concurrently with (and as a precondition to the effectiveness of) such termination, pay to Parent by wire transfer of same-day funds an amount equal to $9,350,000 (the “Termination Fee”). (b) If this Agreement is terminated by Parent pursuant to Section 9.01(e), then the Company shall pay to Parent or its designee the Termination Fee concurrently with by wire transfer of same-day funds immediately, and in any event within three (3) Business Days, following such termination; andtermination of this Agreement. (ivc) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) or by Parent pursuant to Section 7.1(c)(i9.01(c), then: (i) due Except in the case of a termination pursuant to Section 9.01(b)(i), the Company shall pay Parent, no later than the second (2nd) Business Day following termination by Parent and concurrently with termination by the Company’s willful breach , all of the Expenses of Parent and Merger Sub; and (ii) If the Company (and/or any Subsidiary thereof) (A) enters into any letter of intent, agreement in principle, acquisition agreement or failure other similar Contract (other than an Acceptable Confidentiality Agreement) relating to perform any of its covenants Takeover Proposal, (B) takes a neutral position, recommends, adopts or agreements set forth in the Agreement at a time when a approves any Takeover Proposal, or proposes publicly or otherwise to recommend, adopt or approve any Takeover Proposal is pendingor resolve or agree to take any such action or (C) fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Takeover Proposal subject to Regulation 14D under the Exchange Act, in each case within six (6) months following the date of such termination of this Agreement, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or(less Expenses previously paid pursuant to Section 9.03(c)(i), if applicable, the Expenses, on more than one occasion. (bany) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same same-day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at entry into any such letter of intent, agreement in principle, acquisition agreement or other similar Contract. For purposes of this Section 9.03(c), the prime rate of term “Takeover Proposal” shall have the Bank of New York meaning assigned to such term in effect on the date such payment was due plus one Article I except that all references to “twenty percent (120%), together with the costs and expenses of Parent and Merger Sub ” therein shall be deemed to be references to “fifty (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision50%)”.

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination. (ii) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) (Company Adverse Recommendation Change), then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with as promptly as possible (but in any event within three Business Days) following such termination; and. (iviii) In the event that (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholdersCompany Stockholders’ Meeting, otherwise a Company Acquisition Proposal is publicly disclosed or proposed or is otherwise communicated to senior management of the Company, Company Stockholders or the Company Board or a committee thereof, and not withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting and (B) this Agreement is thereafter terminated by Parent or the Company pursuant to Section 7.1(b)(i) (Termination Date) or Section 7.1(b)(iii) (No Company Stockholder Approval) or by Parent pursuant to Section 7.1(c)(i) due to (Company Terminable Breach) and concurrently with or within 12 months after any such termination, the Company’s willful breach Company or failure to perform any of its covenants Company Subsidiaries enters into a definitive agreement with respect to, or agreements otherwise consummates, any Company Acquisition Proposal (substituting 50% for the 15% threshold set forth in the Agreement at a time when a Takeover Proposal is pendingdefinition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then the Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three Business Days) following the earlier of the entry into such definitive agreement or its designee consummation of such Company Acquisition Proposal. (iv) In the Expenses event that (A) prior to the Parent Stockholders’ Meeting, a Parent Acquisition Proposal is publicly proposed or otherwise communicated to the Parent Stockholders or the Parent Board and not withdrawn at least five (5) Business Days prior to the Parent Stockholders Meeting and (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) (Termination Date) or Section 7.1(b)(iv) (No Parent Stockholder Approval) or by the Company pursuant to Section 7.1(d)(i) (Parent Terminable Breach) and concurrently with or within two 12 months after any such termination, Parent or any Parent Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Parent Acquisition Proposal (substituting 50% for the 15% threshold set forth in the definition of “Acquisition Proposal” for all purposes under this clause (iv)), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following the earlier of the entry into such definitive agreement or consummation of such Parent Acquisition Proposal. (v) In the event that (A) this Agreement is terminated by either party pursuant to (1) Section 7.1(b)(i) (Termination Date) and at the time of such termination, the Company Stockholder Approval shall not have been obtained or (2) Section 7.1(b)(iii) (No Company Stockholder Approval) and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) (Company Adverse Recommendation Change), then the Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three Business Days after receipt Days) following such termination. (vi) In the event that (A) this Agreement is terminated by either party pursuant to (1) Section 7.1(b)(i) (Termination Date) and at the time of such termination, the Parent Stockholder Approval shall not have been obtained or (2) Section 7.1(b)(iv) (No Parent Stockholder Approval) and (B) the Company would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination. (vii) In the event that this Agreement is terminated by the Company of documentation supporting such Expenses; it being understood that in no event shall pursuant to Section 7.1(d)(iii) (Company Superior Proposal), then the Company be required shall contemporaneously with such termination pay to pay Parent the Company Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (bviii) If applicableIn the event that this Agreement is terminated by the Parent pursuant to Section 7.1(c)(iii) (Parent Superior Proposal), payment of then the Parent shall contemporaneously with such termination pay to Company the Parent Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designeeFee. (cix) Each Party hereto agrees that the agreements contained As used in this Section 7.3 are an integral part Agreement, “Company Termination Fee” shall mean a cash amount equal to $30,500,000, and “Parent Termination Fee” shall mean a cash amount equal to $61,000,000. Each of the Company Termination Fee and the Parent Termination Fee is referred to herein as a “Termination Fee.” As used in this Agreement, “Expenses” shall mean a cash amount equal to $5,100,000, which includes reimbursement for fees and expenses incurred or paid by or on behalf of the party receiving payment thereof and its Affiliates in connection with the Mergers or the other transactions contemplated by this Agreement, or related to the authorization, preparation, negotiation, execution and that, without these agreements, Parent, Merger Sub and the Company would not enter into performance of this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for each case including all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs reasonable and documented fees and expenses of Parent and Merger Sub law firms, commercial banks, investment banking firms, financing sources (including reasonable legal fees the Debt Financing Sources), accountants, experts and expenses) in connection with consultants to such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent party and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionits Affiliates.

Termination Fee. (a) In the event that: (i) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) or (ii) and (1) after the date of this Agreement and prior to or at the time of such termination a Takeover Company Acquisition Proposal or intention shall have been publicly announced and not unconditionally and irrevocably withdrawn prior to make a Takeover Proposal ten (whether or not conditional10) is made business days prior to the date for the Company’s shareholders, otherwise publicly disclosed Stockholder Meeting; and (2) within twelve (12) months of such termination pursuant to Section 7.1(b)(i) or proposed or is communicated to senior management of the Company, (ii) the Company Board either enters into a definitive agreement for or consummates a committee thereof, and Company Acquisition Transaction with any Person or (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(d) then, in each case, the Company shall pay to Parent, in immediately available funds a nonrefundable fee in the amount of $15,000,000 (the “Termination Fee”). Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(A) shall be paid to Parent by the Company at or prior to the earlier of the execution of the agreement providing for the applicable Company Acquisition Transaction or consummation of the applicable Company Acquisition Transaction, as the case may be. Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(B) shall be paid to Parent by the Company within one (1) business day after such termination by Parent. For purposes of this Section 7.3(b)(i) all references to “15%” in the definition of a Company Acquisition Transaction shall be deemed to be “30%”. (ii) If (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii(iii) and (1) after the date of this Agreement and prior to or at the time of such termination a time when a Takeover Parent Acquisition Proposal is pending, or shall have been publicly announced and not unconditionally and irrevocably withdrawn prior to ten (10) business days prior to the date for the Parent’s Stockholder Meeting; and (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company termination pursuant to Section 7.1(b)(i) or (iii) Parent either enters into a definitive agreement for or consummates a Parent Acquisition Transaction with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect toany Person, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiiB) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(e), then the Company then, in each case, Parent shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, in immediately available funds, the Termination Fee. Any Termination Fee payable by Parent to the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.3(b)(ii)(A) due shall be paid by Parent to the Company’s willful breach Company at or failure prior to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment earlier of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part execution of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and agreement providing for the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, applicable Parent Acquisition Transaction or its designee commences a suit that results in a judgment against the Company for all or a portion consummation of the Termination Fee or the Expenses, the Company shall pay to applicable Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger SubAcquisition Transaction, as the case may be. Any Termination Fee payable by Parent to the Company pursuant to Section 7.3(b)(ii)(B) shall be paid by Parent to the Company within one (1) business day after the date of the notice of termination. For purposes of this Section 7.3(b)(ii), all references to “10%” such termination by the Company. For purposes of this Section 7.3(b)(ii), all references to “15%” in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation definition of the consummation of the transactions contemplated hereby, which amount would otherwise a Parent Acquisition Transaction shall be impossible deemed to calculate with precisionbe “30%”.

Termination Fee. (a) In the event thatthat this Agreement is terminated: (i1) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i7.1(b)(iii) or Section 7.1(b)(iii7.1(b)(i) (in the case of Section 7.1(b)(i), only if at a such time when a Takeover Proposal the Company has failed to hold the Company Stockholders Meeting and Parent is pending, not in breach of its obligations under Section 5.4) or (2) by Parent pursuant to Section 7.1(c)(i), (B) a bona fide Takeover Proposal (excluding the Takeover Proposal by Valeant that was publicly announced on March 29, 2011, but including any revised Takeover Proposal at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months higher price from Valeant after the date hereof) shall have been publicly disclosed after the date hereof and not clearly withdrawn in good faith prior to the Company Stockholders Meeting (in the case of any such terminationtermination pursuant to Section 7.1(b)(iii)), prior to the termination date (in the case of termination pursuant to Section 7.1(b)(i)) or prior to the breach giving rise to the right of termination (in the case of termination pursuant to Section 7.1(c)(i)) and (C) within 12 months of the date this Agreement is terminated, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a any Takeover Proposal or a consummates the transactions contemplated by any Takeover Proposal is consummated(provided that for purposes of this clause (C), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay to Parent or its designee the Termination Fee concurrently with on the earlier date of the entry into a definitive such agreement with respect toor, or the if earlier, consummation of, of such Takeover Proposal;. (ii2) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii), Section 7.1(c)(iv) or Section 7.1(c)(iv7.1(c)(v), then the Company shall pay to Parent or its designee the Termination Fee within one two (12) Business Day after Days of such termination;. (iii3) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee prior to or concurrently with such termination; and. (ivb) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to Notwithstanding the Company’s shareholdersforegoing, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, fee referred to in this Section 7.3(a) on more than one occasion. (b) If applicable. Notwithstanding anything to the contrary in this Agreement, the parties agree that the payment of the Termination Fee or Expenses shall be made the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the Transactions in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee, the Company (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) shall have no further liability to Parent and Merger Sub under this Agreement; provided, however, that the Company shall not be relieved or released from any liabilities or damages arising out of its designee willful and material breach of Section 5.2 or Section 5.3; provided, further, that the aggregate amount of damages determined by wire transfer of same day funds a court to be payable by the Company pursuant to the account designated foregoing proviso shall be reduced by the amount of any Termination Fee payable to Parent or such designeepursuant this Section 7.3. (c) Each Party hereto agrees The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this AgreementAgreement and constitute liquidated damages and not a penalty, and that, without these agreements, Parent, Merger Sub and the Company parties would not enter have entered into this Agreement. Accordingly, if the Company fails promptly Any amount that becomes payable pursuant to pay Section 7.3(a) shall be paid by wire transfer of immediately available funds to an account designated by Parent in writing and shall be reduced by any amounts due required to be deducted or withheld therefrom under this Section 7.3 and, applicable Law in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion respect of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionTaxes.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three (3) business days prior to Section 7.1(b)(ithe Company Stockholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee a fee of $566,000,000 in cash (the “Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee”). (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three (3) business days prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to (x) Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal, or (y) Section 9.1(e)(ii) and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by pursuant to (A) Section 9.1(e)(i) or (B) Section 9.1(e)(ii) (in the case of this clause (B) if the Company pursuant to has materially and willfully breached Section 7.1(d)(ii6.3), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersand thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.1(b)(ii) or Section 7.1(b)(iii), and (C) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to to, or consummates, a transaction contemplated by any Takeover Proposal within six (6) months of the date this Agreement is terminated; (ii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is consummatedterminated by Parent pursuant to Section 7.1(d)(iii)(B) and the Company’s breach or failure triggering such termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within eighteen (18) months of the date this Agreement is terminated; (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii); or (iv) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); then in any such event under clause (i), (ii), (iii) or (iv) of this Section 7.3(a), the Company shall pay to Parent a termination fee of $3,000,000 in cash (the “Termination Fee”). In the event that: (x) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its designee stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or (y) this Agreement is terminated by Parent pursuant to Section 7.1(d)(iii)(B) and no Termination Fee is payable in respect thereof pursuant to Section 7.3(a)(ii), then in each such case under such clause (x) or (y) the Company shall pay to Parent the Expenses of Parent and Purchaser up to a maximum amount of $1,250,000 and, in the case of clause (x), thereafter the Company shall be obligated to pay to Parent the Termination Fee concurrently with (less the amount of Expenses previously actually paid to Parent pursuant to this sentence) only in the event such fee is payable pursuant to this Section 7.3(a). (b) Any payment required to be made pursuant to clause (i) or clause (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the entry into execution of a definitive agreement with respect to, or the consummation of, such any transaction contemplated by a Takeover Proposal; Proposal (iiand in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iii) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.1(d)(ii) or Section 7.1(c)(iv), then (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iv) of Section 7.3(a) shall pay be made to Parent prior to or its designee simultaneously with (and as a condition to the Termination Fee within one (1effectiveness of) Business Day after such termination; (iii) termination of this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(c)(ii); and, then in circumstances in which Expenses are payable, such payment shall be made to Parent not later than two Business Days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Parent and Purchaser (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (c) In the event that the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required fail to pay the Termination Fee orand/or Expenses required pursuant to this Section 7.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee and/or Expenses, as the case may be, became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank’s Prime Lending Rate plus 7%. In addition, if applicablethe Company shall fail to pay such fee and/or Expenses, as the case may be, when due, the Company shall also pay to Parent all of Parent’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee and/or Expenses, on more than one occasion. (b) If applicable, payment of as the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees case may be. The Company acknowledges that the agreements contained in fee, Expense and the other provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under . (d) Solely for purposes of this Section 7.3 and7.3, in order references to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, 15% in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation definition of the consummation of the transactions contemplated hereby, which amount would otherwise Takeover Proposal shall be impossible deemed replaced by references to calculate with precision50%.

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(c)(ii), then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal less the amount of Parent Expenses previously or intention simultaneously paid to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.4(c), if any) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting prior to such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee termination by wire transfer of same day funds to the account one or more accounts designated by Parent or such designeeParent. (cii) Each Party hereto agrees that In the agreements contained in event this Agreement is terminated by Parent pursuant to Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses9.1(d)(ii), the Company shall pay the Company Termination Fee (less the amount of Parent Expenses previously or simultaneously paid to Parent or its designee interest on such amounts from pursuant to Section 9.4(c), if any) to the Parent promptly, but in any event within five (5) Business Days after the date payment of such amounts was due termination, by wire transfer of same day funds to one or more accounts designated by Parent. (iii) In the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(ii)(B) or by Parent pursuant to Section 9.1(d)(i) (other than as a result of a breach arising out of facts or circumstances in existence on or prior to the date of actual payment this Agreement), (B) at or prior to the prime rate time of such termination an Acquisition Proposal or Inquiry shall have been announced, commenced or publicly disclosed or submitted or made known to the Company Board, and (C) at any time after the execution of this Agreement and prior to the expiration of the Bank twelfth (12th) month after the termination of New York this Agreement, the Company consummates any transaction contemplated by an Acquisition Proposal (solely for this use, all references in effect the definition of Acquisition Proposal to “twenty percent (20%)” shall be replaced with “thirty-five percent (35%)”) or enters into any Alternative Acquisition Agreement or any letter of intent, agreement in principle or other similar agreement related to an Acquisition Proposal, or the Company Board shall have recommended an Acquisition Proposal (solely for this use, all references in the definition of Acquisition Proposal to “twenty percent (20%)” shall be replaced with “thirty-five percent (35%)”) to the Company Stockholders, then the Company shall, on the date such payment was due plus one percent transaction or any other alternative transaction is consummated, any such agreement or letter is executed or agreement is entered into, or any such recommendation is made, respectively, whichever is earlier, pay the Company Termination Fee (1%less the amount of Parent Expenses previously or simultaneously paid to Parent pursuant to Section 9.4(c), together with if any) to Parent by wire transfer of same day funds to one or more accounts designated by Parent. (iv) For the costs and expenses avoidance of Parent and Merger Sub (including reasonable legal fees and expenses) doubt, in connection with such suit. Each of no event shall the Parties hereto acknowledges that Company be obligated to pay, or cause to be paid, the Company Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate on more than one occasion. Parent and Merger Sub, as shall have right to assign the case may be, in right to receive the circumstances in which such Company Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and to one or more Persons in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionits sole discretion.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention of termination of this Agreement by the Company pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the CompanySection 7.1(h), the Company Board shall make payment to Purchaser of a termination fee of $3,167,500. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a committee thereof, and termination fee of $3,167,500. (Bc) If (i) this Agreement is thereafter terminated (1A) by the Company or Parent either party pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2B) by Parent Purchaser pursuant to Section 7.1(c)(i7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at a the time when a Takeover of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)(i)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal is pendinghas been publicly announced, then if, concurrently with disclosed or communicated and (iv) within twelve (12) months after the date of any such termination, termination the Company enters shall consummate or enter into a definitive any agreement with respect to a Takeover the Acquisition Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier set forth in clause (iii) of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv7.2(c), then the Company shall pay make payment to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Purchaser of a termination fee of $3,167,500. (iiid) this Agreement is terminated by the Company The fee payable pursuant to Section 7.1(d)(ii), then 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the Company shall pay to Parent or its designee the Termination Fee concurrently with such time of termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent . Any fee payable pursuant to Section 7.1(c)(i7.2(c) due to the Company’s willful breach or failure to perform any shall be made by wire transfer of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses immediately available funds within two (2) Business Days after receipt by the notice of demand for payment. The Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees and Purchaser acknowledge that the agreements contained in this Section 7.3 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Purchaser would not enter into this Agreement. Accordingly, if The amount payable by the Company fails promptly pursuant to pay any amounts due under Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser in the event of termination of this Section 7.3 and, in order to obtain such payment, Parent Agreement or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date bases specified in such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionsections.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal or intention Parent terminates this Agreement pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersSection 9.1(h), otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three (3) Business Days prior to Section 7.1(b)(ithe Company Shareholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee a fee of $59,500,000 in cash (the “Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee”). (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three (3) Business Days prior to such termination, (B) (1) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (2) Parent terminates this Agreement pursuant to (x) Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal or (y) Section 9.1(e)(ii) and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal Section 9.1(e)(i) or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(e)(ii) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth (in the Agreement at a time when a Takeover Proposal is pending, then case of this clause (B) if the Company shall pay to Parent has Willfully Breached Section 6.4 or its designee Section 7.12(a) (other than the Expenses second sentence) or Section 7.12(b) (other than the second sentence)), within two (2) Business Days after receipt such termination, the Company shall pay to Parent the Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 9.1(g), substantially concurrently with or prior to (and as a condition to) such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (v) In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii), or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by ▇▇▇▇▇▇. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.”

Termination Fee. (ai) In the event that: (i) that this Agreement is terminated by (A) a Takeover Proposal the Company pursuant to Section 7.1(d)(ii) [Parent Adverse Recommendation Change] or intention Section 7.1(d)(iii) [Parent Material Breach of Non-Solicitation] or (B) Parent pursuant to make a Takeover Proposal (whether or not conditionalSection 7.1(c)(iv) is made [Parent Superior Proposal], then Parent shall pay to the Company’s shareholdersCompany the Parent Termination Fee (x) in the case of clause (A), otherwise as promptly as possible (but in any event within three (3) Business Days following such termination, and (y) in the case of clause (B), prior to or concurrently with such termination. (ii) In the event that this Agreement is terminated by (A) Parent pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation] or (B) the Company pursuant to Section 7.1(d)(iv) [Company Superior Proposal], then the Company shall pay to Parent the Company Termination Fee (x) in the case of clause (A), as promptly as possible (but in any event within three (3) Business Days) following such termination, and (y) in the case of clause (B), prior to or concurrently with such termination. (iii) In the event that (A) prior to the Company Stockholders’ Meeting, an Acquisition Proposal with respect to the Company is publicly proposed or publicly disclosed or proposed or is communicated to senior management after the date of the Companythis Agreement, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i) [Termination Date] or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, [No Company Stockholder Approval] or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending[Company Breach], then if, and (C) concurrently with or within twelve (12) months after the date of any such terminationtermination described in clause (B), the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then any of the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to the consummation of, such Takeover Company (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal; (ii) ” for all purposes under this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.3(b)(iii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Company Termination Fee as promptly as possible (but in any event within one three (13) Business Day after Days) following the earlier of the entry into such termination;definitive agreement or consummation of such Acquisition Proposal. (iiiiv) In the event that (A) prior to the Parent Stockholders’ Meeting, an Acquisition Proposal with respect to Parent is publicly proposed or publicly disclosed after the date of this Agreement, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d)(ii7.1(b)(i) [Termination Date] or Section 7.1(b)(iv) [No Parent Stockholder Approval] or by the Company pursuant to Section 7.1(d)(i) [Parent Breach], and (C) concurrently with or within twelve (12) months after any such termination described in clause (B), Parent or any of the Parent Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Parent (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iv)), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (v) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Company Stockholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation], then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with as promptly as possible (but in any event within three (3) Business Days) following such termination; and. (ivvi) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or the Parent Stockholder Approval shall not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, have been obtained and (B) the Company would have been permitted to terminate this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.1(d)(ii) due to the Company’s willful breach [Parent Adverse Recommendation Change] or failure to perform any Section 7.1(d)(iii) [Parent Material Breach of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingNon-Solicitation], then the Company Parent shall pay to the Company the Parent or its designee the Expenses Termination Fee as promptly as possible (but in any event within two three (23) Business Days after receipt by the Company of documentation supporting Days) following such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasiontermination. (bvii) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained As used in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.:

Termination Fee. (a) In recognition of the event that:efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, the Company shall pay to Purchaser by wire transfer of immediately available funds a termination fee equal to $7,400,000 (the “Termination Fee”): (i) in the event the Company terminates this Agreement pursuant to Section 7.1(f), in which case the Company shall pay the Termination Fee at or prior to the time of such termination, and (ii) in the event Purchaser terminates this Agreement pursuant to Section 7.1(g), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination). (b) In the event that (A) a Takeover Proposal or intention to make a Takeover Proposal (i) an Acquisition Proposal, whether or not conditional, shall have been publicly announced after the date of this Agreement (or any Person shall have, after the date of this Agreement, publicly announced an intention, whether or not conditional, to make an Acquisition Proposal) is made to or (ii) the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management board of directors of the CompanyCompany has made a Change in Recommendation (or publicly proposed to make a Change in Recommendation), prior to or on the date of the Company Board Stockholder Meeting (including any adjournment or a committee thereofpostponement at which the vote on the Merger is held), and (B) this Agreement is thereafter terminated (1) by either Purchaser or Company pursuant to Section 7.1(b), by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending7.1(d), or (2) by Parent Purchaser pursuant to Section 7.1(c)(i7.1(e), provided that the breach of the Company giving rise to such termination was knowing or intentional and, at the time of such termination, Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after following the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummatedany Acquisition Transaction, then the board of directors of the Company shall pay recommends any Acquisition Transaction or Company consummates any Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to Parent or its designee the Termination Fee concurrently with Acquisition Proposal referred to in the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; foregoing clause (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iiA)(i), Section 7.1(c)(iii) or Section 7.1(c)(ivif applicable), then the Company shall pay to Parent or its designee Purchaser the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)Fee, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses which amount shall be made to Parent or its designee payable by wire transfer of same day immediately available funds on or prior to the account designated by Parent earlier of the Company entering into a definitive agreement for or consummating such designeeAcquisition Transaction, provided, however, that for purposes of this clause (C), all references in the definition of “Acquisition Transaction” to “20% or more” shall instead refer to “50% or more”. (c) Each Party hereto agrees Company and Purchaser each agree that the agreements contained in this Section 7.3 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Purchaser would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 7.2 and, in order to obtain such payment, Parent or its designee Purchaser commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensessuch amounts, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate of the Bank of New York in effect on the date such payment was due due, plus one percent (1%)200 basis points, together with the costs and expenses of Parent and Merger Sub Purchaser (including reasonable legal fees and expenses) in connection with such the suit. Each . (d) Notwithstanding anything to the contrary set forth in this Agreement, if the Company pays or causes to be paid to Purchaser or to Berkshire Bank the Termination Fee, neither the Company nor Savings Institute Bank and Trust Company (or any successor in interest of the Parties hereto acknowledges that Company or Savings Institute Bank and Trust Company) nor any of their officers, directors or Affiliates will have any further obligations or liabilities to Purchaser or Berkshire Bank with respect to this Agreement or the transactions contemplated by this Agreement and, except in the case of fraud or willful misconduct, payment of the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as shall be the case may be, sole remedy of Purchaser in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating event of termination of this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionbases specified in Sections 7.2(a) and (b).

Termination Fee. (a) In the event that: (i) If (A) a Takeover (1) Parent terminates this Agreement pursuant to Section 9.1(h) or (2) Parent or the Company terminates this Agreement pursuant to Section 9.1(j), (B) after the date hereof and prior to the date of such termination, an Acquisition Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company Board of Directors or the Company’s shareholders, otherwise management or becomes publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) whether by the Company or a third party) and (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (1) the date such Acquisition Proposal is consummated and (2) the date of entry of such definitive agreement, the Company shall pay or cause to be paid to Parent the Termination Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party), (B) Parent terminates this Agreement pursuant to Section 7.1(b)(i9.1(c) due to a breach of, or Section 7.1(b)(iiia failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal and (C) at a time when a Takeover within 12 months of such termination, an Acquisition Proposal is pendingconsummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (1) the date such Acquisition Proposal is consummated and (2) by the date of entry of such definitive agreement, the Company shall pay or cause to be paid to Parent the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending9.1(e), then if, concurrently with or within twelve (12) months two business days after the date of any such termination, the Company enters into shall pay or cause to be paid to Parent the Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 9.1(i), substantially concurrently with or prior to (and as a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummatedcondition to) such termination, then the Company shall pay or cause to be paid to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (iiv) this Agreement In the event any amount is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated payable by the Company pursuant to Section 7.1(d)(iithe preceding clauses (i), then the Company shall pay to Parent (ii), (iii) or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders), otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses amount shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated in writing by ▇▇▇▇▇▇. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or such designeecause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). (cvi) Each Party hereto agrees that the agreements contained in this Solely for purposes of Section 7.3 are an integral part of the transactions contemplated by this Agreement, 9.2(b)(i) and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses9.2(b)(ii), the Company term “Acquisition Proposal” shall pay have the meaning assigned to Parent or its designee interest on such amounts from the date payment of such amounts was due term in Section 1.1, except that all references to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1“20%), together with the costs ” and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise “80%” therein shall be impossible deemed to calculate with precisionbe references to “50%.”

Termination Fee. (a) i. In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv7.1(e), then the Company shall pay to Parent or its designee the Termination Fee within one three (13) Business Day after Days of such termination;termination a termination fee of $3,000,000 (the “Company Termination Fee”) and shall promptly (and in any event within five Business Days of the receipt of any request therefor) reimburse Parent for any and all out-of-pocket expenses incurred by Parent or any of its Affiliates in connection with the transactions contemplated by this Agreement or the Financing, up to a maximum of $2,000,000 (the “Expense Reimbursement Obligation”). (iii) ii. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(f), then the Company shall pay to Parent or its designee the Termination Fee Parent, concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, Termination Fee and the Company shall also be subject to the Expense Reimbursement Obligation. iii. In the event that (BA) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(c)(i7.1(b) due or Section 7.1(d), (B) an Acquisition Proposal has been publicly announced and not expressly and publicly withdrawn prior to the Company’s willful breach Company Stockholder Meeting (x) prior to the date of termination with respect to any termination pursuant to Section 7.1(b), and (y) prior to the Company Stockholder Meeting, with respect to termination pursuant to Section 7.1(d), and (C) within twelve (12) months of such termination contemplated by clause (A), (x) the Company enters into an Alternative Acquisition Agreement with respect to, or failure to perform any has consummated, an Acquisition Proposal within twelve (12) months of its covenants or agreements set forth in such termination contemplated by the Agreement at a time when a Takeover Proposal is pendingpreceding clause (A), then the Company shall pay to Parent, concurrently with the consummation of such Acquisition Proposal, the Company Termination Fee and the Company shall also be subject to the Expense Reimbursement Obligation. iv. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(h) or Section 7.1(i), then Parent shall pay, or its designee cause to be paid, to the Expenses Company within two three (23) Business Days after receipt by of such termination a termination fee of $5,000,000 (the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the “Parent Termination Fee or, if applicable, the Expenses, on more than one occasionFee”). (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees v. The parties acknowledge that the agreements contained in this Section 7.3 7.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company parties would not enter into this Agreement. Accordingly, if and that neither the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee (or the Expenses, related Expense Reimbursement Obligation) nor the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are is liquidated damages in a reasonable amount that will compensate Parent and Merger Subor the Company, as the case may beapplicable, in the circumstances in which such the Company Termination Fee and/or Expensesor Parent Termination Fee, as applicable, is payable. If the case may beCompany or Parent, are payable as applicable, fails to promptly pay the Company Termination Fee (or satisfy the Expense Reimbursement Obligation) or the Parent Termination Fee when due pursuant to this Section 7.2(b), such amount shall accrue interest at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or a lesser rate that is the maximum permitted by applicable Law. If a party commences an Action that results in a final, non-appealable judgment against another party for the efforts Company Termination Fee, the Expense Reimbursement Obligation or the Parent Termination Fee, as applicable, or any portion of such fees, the breaching party shall pay to the non-breaching party its reasonable out-of-pocket costs and resources expended expenses (including reasonable attorneys’ fees) in connection with such Action. vi. Notwithstanding anything to the contrary contained in this Agreement, Parent’s right to receive payment of the Company Termination Fee (and opportunities foregone while negotiating reimbursement of expenses pursuant to the Expense Reimbursement Obligation) under the circumstances set forth in this Section 7.2(b) shall be Parent’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against the Company and its Affiliates and any of their respective current or former Representatives relating to or arising out of this Agreement and in reliance on this Agreement and on the expectation of the consummation of or the transactions contemplated herebyherein (including for any breach or failure to perform hereunder or otherwise). Upon the Company’s payment of the Company Termination Fee (and satisfaction of the Expense Reimbursement Obligation) under the circumstances described in Section 7.2(b), which amount would otherwise none of the Company and its Affiliates or their respective Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated herein under such circumstances. The parties acknowledge and agree that in no event will the Company be impossible required to calculate with precisionpay the Company Termination Fee (or satisfy the Expense Reimbursement Obligation) on more than one occasion, whether or not the Company Termination Fee may be payable (or the Expense Reimbursement Obligation may become effective) pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. vii. Notwithstanding anything to the contrary contained in this Agreement, the Company’s right to receive (A) payment of the Parent Termination Fee under the circumstances set forth in this Section 7.2(b) and (B) any indemnification or expense reimbursement obligations under Section 5.12(d) and Section 5.12(e) shall be the Company’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent and the Debt Financing Sources and any of their respective Affiliates and any of their respective current or former Representatives relating to or arising out of this Agreement or the transactions contemplated herein (including for any breach or failure to perform hereunder or otherwise). Upon Parent’s payment of the Parent Termination Fee and any indemnification or expense reimbursement obligations under Section 5.12(d) and Section 5.12(e), none of Parent or the Debt Financing Sources or any of their respective Affiliates or any of their current or former Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated herein or otherwise. The parties acknowledge and agree that in no event will Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. viii. For the purposes of this Section 7.2(b), the Affiliates of Parent shall include any “Funding Party”, as such term is defined in the Equity Commitment Letter.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii11.01(c)(i) or Section 7.1(c)(iv11.01(c)(iii) or by the Company pursuant to Section 11.01 (d)(i), then the Company shall pay to Parent as liquidated damages and not as a penalty by wire transfer in immediately available funds $5,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination. (ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 11.01(b)(i) or Section 11.01(b)(iii) or by Parent pursuant to Section 11.01(c)(ii), (B) after the date of this Agreement and prior to such termination an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Company’s stockholders and not withdrawn prior to such termination, and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to or recommended to its designee stockholders an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “10%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee Fee, less any Parent Expenses previously paid by the Company to Parent. (iii) If this Agreement is terminated by Parent or the Company pursuant to Section 11.01(b)(iii) or by Parent pursuant to Section 11.01(c)(ii), then the Company shall pay to Parent by wire transfer in immediately available funds within one (1) Business Day after such termination;, the reasonable and documented out-of-pocket expenses incurred by Parent and Merger Subsidiary in connection with this Agreement and the transactions contemplated by this Agreement (including the Financing) in an amount not to exceed $2,000,000 (the “Parent Expenses”). (iiiiv) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii11.01(d)(ii), then the Company Section 11.01(d)(iii) or Section 11.01(d)(iv), Parent shall promptly pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that but in no event shall later than one Business Day after the date of such termination) to the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee as liquidated damages and not as a penalty by wire transfer of same day funds to in immediately available funds, $10,000,000 in cash (the account designated by “Parent or such designeeTermination Fee”). (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention of termination of this Agreement by the Company pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the CompanySection 7.1(h), the Company Board shall make payment to Purchaser of a termination fee of $2,450,000. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a committee thereof, and termination fee of $2,450,000. (Bc) If (i) this Agreement is thereafter terminated (1A) by the Company or Parent either party pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2B) by Parent Purchaser pursuant to Section 7.1(c)(i7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at a the time when a Takeover of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)(i)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal is pendinghas been publicly announced, then if, concurrently with disclosed or communicated and (iv) within twelve (12) months after the date of any such termination, termination the Company enters shall consummate or enter into a definitive any agreement with respect to a Takeover the Acquisition Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier set forth in clause (iii) of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv7.2(c), then the Company shall pay make payment to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Purchaser of a termination fee of $2,450,000. Table of Contents (iiid) this Agreement is terminated by the Company The fee payable pursuant to Section 7.1(d)(ii), then 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the Company shall pay to Parent or its designee the Termination Fee concurrently with such time of termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent . Any fee payable pursuant to Section 7.1(c)(i7.2(c) due to the Company’s willful breach or failure to perform any shall be made by wire transfer of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses immediately available funds within two (2) Business Days after receipt by the notice of demand for payment. The Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees and Purchaser acknowledge that the agreements contained in this Section 7.3 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Purchaser would not enter into this Agreement. Accordingly, if The amount payable by the Company fails promptly pursuant to pay any amounts due under Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser in the event of termination of this Section 7.3 and, in order to obtain such payment, Parent Agreement or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date bases specified in such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionsections.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three business days prior to Section 7.1(b)(ithe Company Stockholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover within 12 months of such termination, an Acquisition Proposal is pending, consummated or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover definitive agreement providing for an Acquisition Proposal is pendingentered into, then if, concurrently with on or within twelve prior to the date that is the earlier of (12x) months after the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three business days prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to Section 7.1(c)(iv)9.1(c) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal and (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e), then within two business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “20%” and “80%” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee“50%. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.”

Termination Fee. (a) In the event that: that (i) (A) a Company Pre-Termination Takeover Proposal Event (as hereinafter defined) shall occur after the date of this Plan and thereafter this Plan is terminated by either PNC or intention the Company pursuant to make Section 7.2(c) or 7.3(b), respectively, by PNC pursuant to Section 7.2(e)(i) or (ii), or by PNC pursuant to Section 7.2(a) as a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management result of a willful breach by the Company, the Company Board or a committee thereof, and (Bii) this Agreement prior to the date that is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company consummates an Acquisition Proposal or enters into any acquisition or other similar agreement, including any letter of intent, related to any Acquisition Proposal (each, a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the "Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(ivAcquisition Agreement"), then the Company shall pay to Parent or its designee shall, (i) on the Termination Fee within one (1) Business Day after date such termination; (iii) this Company Acquisition Agreement is terminated by the Company pursuant entered into, pay PNC a fee equal to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee $10 million by wire transfer of same day funds and (ii) on the date an Acquisition Proposal is consummated (if consummated within one year of the date of termination, or if consummated at any time (without regard to such one-year period) if the Acquisition Proposal is the Acquisition Proposal relating to the account designated Company Acquisition Agreement addressed in the preceding clause (i)), pay PNC a fee equal to $30 million by Parent wire transfer of same day funds, less any fee paid pursuant to the preceding clause (i). (b) In the event that this Plan is terminated by PNC pursuant to Section 7.2(e)(iii), then the Company shall, (i) on the date of such termination, pay PNC a fee equal to $10 million by wire transfer of same day funds and (ii) on the date the Company consummates an Acquisition Proposal (if consummated within one year of the date of termination, or at any time if the Acquisition Proposal is the Acquisition Proposal that resulted in such designeetermination), pay PNC a fee equal to $20 million by wire transfer of same day funds. (c) Each Party hereto agrees that the agreements contained in For purposes of this Section 7.3 are an integral part of 7.5, a "Pre-Termination Takeover Proposal Event" shall be deemed to occur if, prior to the transactions contemplated by event giving rise to the right to terminate this Agreement, and that, without these agreements, Parent, Merger Sub and a bona fide Acquisition Proposal shall have been made known to the Company would or any of its Subsidiaries or has been made directly to its shareholders generally or any person shall have publicly announced an intention (whether or not enter into this Agreement. Accordinglyconditional) to make a Acquisition Proposal, if and such Acquisition Proposal or public announcement shall not have been irrevocably withdrawn not less than five business days prior to the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionMeeting.

Termination Fee. (a) In the event that: (i) If (A) a Takeover (1) Parent terminates this Agreement pursuant to Section 9.1(h) or (2) Parent or the Company terminates this Agreement pursuant to Section 9.1(j), (B) after the date hereof and prior to the date of such termination, an Acquisition Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company Board of Directors or the Company’s shareholders, otherwise management or becomes publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) whether by the Company or a third party) and (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (1) the date such Acquisition Proposal is consummated and (2) the date of entry of such definitive agreement, the Company shall pay or cause to be paid to Parent the Termination Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party), (B) Parent terminates this Agreement pursuant to Section 7.1(b)(i9.1(c) due to a breach of, or Section 7.1(b)(iiia failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal and (C) at a time when a Takeover within 12 months of such termination, an Acquisition Proposal is pendingconsummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (1) the date such Acquisition Proposal is consummated and (2) by the date of entry of such definitive agreement, the Company shall pay or cause to be paid to Parent the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending9.1(e), then if, concurrently with or within twelve (12) months two business days after the date of any such termination, the Company enters into shall pay or cause to be paid to Parent the Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 9.1(i), substantially concurrently with or prior to (and as a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummatedcondition to) such termination, then the Company shall pay or cause to be paid to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (iiv) this Agreement In the event any amount is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated payable by the Company pursuant to Section 7.1(d)(iithe preceding clauses (i), then the Company shall pay to Parent (ii), (iii) or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders), otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses amount shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or such designeecause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). (cvi) Each Party hereto agrees that the agreements contained in this Solely for purposes of Section 7.3 are an integral part of the transactions contemplated by this Agreement, 9.2(b)(i) and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses9.2(b)(ii), the Company term “Acquisition Proposal” shall pay have the meaning assigned to Parent or its designee interest on such amounts from the date payment of such amounts was due term in Section 1.1, except that all references to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1“20%), together with the costs ” and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise “80%” therein shall be impossible deemed to calculate with precisionbe references to “50%.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the The Company shall pay to Parent or its designee designee, by wire transfer of immediately available funds, $52.5 million (the “Go-Shop Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (iiFee”) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) if this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)7.1(f) in order to enter into a definitive agreement to effect a Company Superior Proposal with an Excluded Party; provided that such definitive agreement is entered into by 11:59 p.m. (New York City time) on November 22, then the 2018. (b) The Company shall will pay to Parent or its designee designee, by wire transfer of immediately available funds, $105 million (the “Company Termination Fee”) if this Agreement is terminated as follows: (i) The Company terminates this Agreement pursuant to Section 7.1(f) in a circumstance in which the Go-Shop Termination Fee concurrently with such termination; andis not payable; (ivii) (A) Parent terminates this Agreement pursuant to clauses (A), (B), (D), (E) or (F) of Section 7.1(e) in a Takeover Proposal circumstance in which the Company is not entitled to terminate this Agreement pursuant to Section 7.1(f) and pay the Go-Shop Termination Fee or intention (B) Parent or the Company terminate this Agreement pursuant to make Section 7.1(b)(iii) at a Takeover time when this Agreement was terminable pursuant to clauses (A), (B), (D), (E) or (F) of Section 7.1(e) in a circumstance in which the Company is not entitled to terminate this Agreement pursuant to Section 7.1(f) and pay the Go-Shop Termination Fee; or (iii) (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), (B) after the date of this Agreement, any Person shall have made a Company Acquisition Proposal (whether or not conditional) or shall have publicly proposed, announced or communicated any plan or intention (whether or not conditional) to make a Company Acquisition Proposal and such Company Acquisition Proposal is made not unconditionally withdrawn prior to the Company’s shareholders, otherwise publicly disclosed Outside Date (in the case of a termination pursuant to Section 7.1(b)(ii)) or proposed or is communicated to senior management the time of the Companyvote taken on the Company Stockholder Approval at the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(b)(iii)), and (C) within twelve (12) months of the date of the termination of this Agreement, the Company Board enters into an agreement with respect to a Company Acquisition Proposal or a committee thereoftransaction in respect of a Company Acquisition Proposal is consummated (in each case, and whether or not with a Person that made a Company Acquisition Proposal referenced in clause (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to )); provided that solely for the Company’s willful breach or failure to perform any purposes of its covenants or agreements set forth clause (C), all references in the Agreement at a time when a Takeover Proposal is pending, then the definition of “Company shall pay Acquisition Proposal” to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses “15%” shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee“50%”. (c) Each Party hereto agrees If the Company Termination Fee becomes payable (except pursuant to Section 7.3(b)(iii)) or the Go-Shop Termination Fee becomes payable, such fee shall be paid on the date the Agreement is terminated. If the Company Termination Fee becomes payable pursuant to Section 7.3(a)(iii), the Company Termination Fee shall be paid on the date the Company enters into an agreement with respect to a Company Acquisition Proposal (or, if earlier, the date a transaction in respect of a Company Acquisition Proposal is consummated). The Company Termination Fee and the Go-Shop Termination Fee shall, if payable, be paid by wire transfer of immediately available funds to an account designated by Parent. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if If the Company fails promptly to pay any amounts due under this Section 7.3 the Company Termination Fee or the Go-Shop Termination Fee, and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for the payment thereof or a settlement in which the Company pays all or a any portion of the Company Termination Fee or the ExpensesGo-Shop Termination Fee, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the reasonable costs and expenses of Parent and Merger Sub (including reasonable legal attorneys’ fees and expenses) in connection with such suit. Each , together with interest on the Company Termination Fee or the Go-Shop Termination Fee, as applicable, from the date of the Parties hereto acknowledges that the Company Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as or the case may be, in the circumstances in which such Go-Shop Termination Fee and/or Expenses, as the case may be, are was payable for the efforts and resources expended and opportunities foregone while negotiating pursuant to this Agreement and at a rate per annum equal to the prime rate as published in reliance on this Agreement and The Wall Street Journal on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise date such payment was required to be impossible to calculate with precisionmade.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated that (1) a Company Pre-Termination Takeover Proposal Event (as hereinafter defined) shall occur after the date of this Plan and thereafter this Plan is terminated by either Parent or the Company or Parent pursuant to Section 7.1(b)(i7.2(c) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending7.3(b), or (2) respectively, by Parent pursuant to Section 7.1(c)(i7.2(e)(1) at or (2), or by Parent pursuant to Section 7.2(a) as a time when result of a Takeover Proposal willful breach by the Company, and (2) prior to the date that is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company consummates an Acquisition Proposal or enters into any acquisition or other similar agreement, including any letter of intent, related to any Acquisition Proposal (each, a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated“Company Acquisition Agreement”), then the Company shall shall, (x) on the date such Company Acquisition Agreement is entered into, pay Parent a fee equal to Parent or its designee $7,000,000 by wire transfer of same day funds and (y) on the Termination Fee concurrently with the earlier date an Acquisition Proposal is consummated (if consummated within one year of the entry into a definitive agreement with respect todate of termination, or if consummated at any time (without regard to such one-year period) if the consummation ofAcquisition Proposal is the Acquisition Proposal relating to the Company Acquisition Agreement addressed in the preceding clause (x)), such Takeover Proposal;pay Parent a fee equal to $21,000,000 by wire transfer of same day funds, less any fee paid pursuant to the preceding clause (x). (iib) In the event that this Agreement Plan is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv7.2(e)(3), then the Company shall pay to Parent or its designee the Termination Fee within one shall, (1) Business Day after on the date of such termination; (iii) this Agreement is terminated by the Company pursuant , pay Parent a fee equal to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee $7,000,000 by wire transfer of same day funds and (2) on the date the Company consummates an Acquisition Proposal (if consummated within one year of the date of termination, or at any time if the Acquisition Proposal is the Acquisition Proposal that resulted in such termination), pay Parent a fee equal to the account designated $14,000,000 by Parent or such designeewire transfer of same day funds. (c) Each Party hereto agrees For purposes of this Section 7.5, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the event giving rise to the right to terminate this Plan, a bona fide Acquisition Proposal shall have been made known to the Company or any of its Subsidiaries or has been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal. (d) Notwithstanding anything to the contrary herein, the maximum aggregate amount of fees payable under this Section 7.5 shall be $21,000,000. (e) The Company acknowledges that the agreements contained in this Section 7.3 7.5 are an integral part of the transactions contemplated by this AgreementPlan, and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. AccordinglyPlan; accordingly, if the Company fails promptly to pay any amounts the amount due under pursuant to this Section 7.3 7.5, and, in order to obtain such payment, Parent or its designee commences a suit that which results in a judgment against the Company for all or a portion of the Termination Fee or the Expensesfee set forth in this Section 7.5, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal attorneys’ fees and expenses) in connection with such suit. Each , together with interest on the amount of the Parties hereto acknowledges that fee at the Termination Fee is not a penalty, but rather are liquidated damages rate on six-month U.S. Treasury obligations plus 300 basis points in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and effect on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise date such payment was required to be impossible to calculate with precisionmade.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by B▇▇▇▇ while structuring and pursuing the Merger: (a) Company shall pay to Buyer by wire transfer of immediately available funds a termination fee equal to $8,239,563 (the “Termination Fee”) as promptly as practicable (but in any event within three (3) Business Days of termination): (i) in the event Company terminates this Agreement pursuant to Section 7.01(f) of this Agreement, in which case Company shall pay the Termination Fee at or prior to the time of such termination, or (ii) in the event Buyer terminates this Agreement pursuant Section 7.01(g) of this Agreement. (b) In the event that: that (A) (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a Takeover Proposal or intention to make a Takeover Proposal (Company Acquisition Proposal, whether or not conditional, shall have been publicly announced (or any Person shall have, after the date of this Agreement, publicly announced an intent, whether or not conditional, to make a Company Acquisition Proposal) and not withdrawn or (ii) the board of directors of Company has made a Company Adverse Recommendation Change (or publicly proposed to make a Company Adverse Recommendation Change) prior to or on the date of Company Meeting (including any postponement or adjournment at which the vote on which the Merger is made held), (B) thereafter this Agreement is terminated by either Buyer or Company pursuant to the Company’s shareholdersSection 7.01(h) of this Agreement or by Buyer pursuant to Section 7.01(c) or, otherwise publicly disclosed or proposed or is communicated to senior management Section 7.01(d) of the Company, the Company Board or a committee thereofthis Agreement, and (BC) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement or consummates a transaction with respect to a Takeover an Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to the Company Acquisition Proposal or a Takeover Proposal is consummatedreferred to in the foregoing clause (A)(i), if applicable), then the Company shall pay to Parent or its designee the Termination Fee concurrently with shall, on the earlier of the entry date it enters into a such definitive agreement with respect toand the date of consummation of such Acquisition Transaction, or the consummation ofpay Buyer, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds immediately available funds, a fee equal to the account designated by Parent or such designeeTermination Fee; provided, that for purposes of this Section 7.02(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (c) Each Party hereto agrees Company and Buyer each agree that the agreements contained in this Section 7.3 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Buyer would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 7.02 and, in order to obtain such payment, Parent or its designee Buyer commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensessuch amounts, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate of the Bank of New York in effect on the date such payment was due due, (y) plus one percent (1%)200 basis points, together with the costs and expenses of Parent and Merger Sub Buyer (including reasonable legal fees and expenses) in connection with such the suit. Each of the Parties hereto acknowledges that the Termination Fee is The amounts payable by Company pursuant to this Section 7.02 constitute liquidated damages and not a penalty, but rather are liquidated damages and, except in a reasonable amount that will compensate Parent and Merger Sub, as the case may beof fraud or a willful and material breach, shall be the sole monetary remedy in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating event of a termination of this Agreement and specified in reliance on this Section 7.02. (d) Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee, neither Company nor Company Bank (or any successor in interest of Company or Company Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement and on the expectation of the consummation of or the transactions contemplated herebyby this Agreement, which amount would otherwise and if Buyer pays or causes to be impossible paid to calculate Company or to Company Bank the Termination Fee, neither Buyer nor Buyer Bank will have any further obligations or liabilities to Company or Company Bank with precisionrespect to this Agreement or the transactions contemplated by this Agreement, in each case except in the case of fraud.

Termination Fee. (a) a. In the event that: (ithat this Agreement is terminated by the Company pursuant to Section 7.01(d)(i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the CompanySuperior Proposal), the Company Board shall pay or a committee thereof, and cause to be paid to Parent (Bor one or more Persons designated by Parent) the Termination Fee immediately prior to or concurrently with the termination of this Agreement. b. In the event that this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i7.01(c)(i)(A) at (Recommendation Change), the Company shall pay or cause to be paid to Parent (or one or more Persons designated by Parent) the Termination Fee within five (5) Business Days after such termination. c. In the event that this Agreement is terminated (i) by Parent or the Company pursuant to Section 7.01(b)(i) (End Date) or Section 7.01(b)(iii) (No Vote) or by Parent pursuant to Section 7.01(c)(ii) (Company Breach), (ii) a time when a Takeover bona fide Acquisition Proposal is pendingshall have been publicly disclosed or otherwise communicated to the Company Board after the date of this Agreement (A) in the case of termination pursuant to Section 7.01(b)(i) (End Date) or Section 7.03(c)(ii) (Company Breach), then ifprior to the date of such termination, concurrently with or (B) in the case of termination pursuant to Section 7.01(b)(iii) (No Vote), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of any such terminationthat this Agreement is so terminated, the Company enters into a definitive agreement with respect to a Takeover any Acquisition Proposal or a Takeover consummates any Acquisition Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier (provided that for purposes of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; clause (iiiii) of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.03(c), Section 7.1(c)(iii) or Section 7.1(c)(ivthe references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid to Parent (or its designee one or more Persons designated by Parent) the Termination Fee within one five (15) Business Day Days after the date on which the Company consummates such termination;Acquisition Proposal. (iii) d. Notwithstanding anything to the contrary in this Agreement Agreement, the Parties hereby acknowledge that in the event that the Termination Fee becomes payable and is terminated paid by the Company pursuant to this Section 7.1(d)(ii)7.03, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent ’s and Merger Sub’s sole and exclusive remedy for monetary damages under, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating arising from or concerning this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionAgreement.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, a bona fide Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant to Section 7.1(b)(ia third party) or Section 7.1(b)(iii) and not publicly withdrawn at a time when a Takeover Proposal is pending, or least two (2) by Parent pursuant business days prior to Section 7.1(c)(ithe Company Stockholders’ Meeting, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee, unless, in the case of a termination pursuant to Section 9.1(d), Parent owes the Parent Termination Fee within one (1to the Company in accordance with Section 9.2(c), in which case Parent shall pay the Parent Termination Fee to the Company in accordance with Section 9.2(c) Business Day after such termination;and no Termination Fee shall be payable by the Company. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.”

Termination Fee. (a) In the event that: (a) (i) (A) after the date of this Agreement a Takeover Proposal or intention to make a Takeover Proposal has been publicly announced (whether or not conditionalconditional or withdrawn) is or made known to the Company’s shareholders, otherwise publicly disclosed (ii) after the date of such announcement or proposed or is communicated to senior management of knowledge by the Company, this Agreement is terminated by (A) either Parent or the Company Board pursuant to Section 6.1(b)(ii) or a committee thereof, and (iii) or (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i6.1(d)(i) or Section 7.1(b)(iii(ii) at as a time when result of a Takeover Proposal is pending, breach or failure by or on the part of the Company and (2iii) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company enters into shall have consummated any Takeover Proposal, or a definitive agreement with respect contemplating a Takeover Proposal is executed, or the Company recommends or submits to shareholders of the Company for adoption or acceptance a Takeover Proposal or a definitive agreement contemplating a Takeover Proposal is (the Takeover Proposal so consummated, then executed, recommended or submitted need not be the Company shall pay same Takeover Proposal that was publicly disclosed, announced or made known to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Company); or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiib) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent 6.1(c)(i) or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, 6.1(d)(iii); then the Company shall pay to Parent or its designee (A) in the Expenses within two case of a termination described in paragraph (2a) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of 6.3, upon the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation earlier of the consummation of the transactions transaction contemplated herebyby such Takeover Proposal, which amount would otherwise be impossible the execution of a definitive agreement contemplating a Takeover Proposal or the recommendation by the Company or the submission to calculate with precisionits shareholders for adoption or acceptance a Takeover Proposal or a definitive agreement contemplating a Takeover Proposal or (B) in the case of a termination described in paragraph (b) of this Section 6.3, on the date of such termination, pay Parent a fee equal to $7,750,000 (the "Termination Fee") by wire transfer of immediately available funds to an account designated by Parent.

Termination Fee. (a) In the event that: that (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (BA)(x) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) (and at the time of such termination a vote to obtain the Company Stockholder Approval has not been held) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i), (y) at a time when prior to such termination, any Person or "group" (as defined in Section 13(d) of the Exchange Act), other than Parent and its Subsidiaries, Affiliates and Representatives (on behalf of Parent), shall have made a Takeover Proposal is pending, then if, concurrently with or within twelve shall have publicly announced an intention (12whether or not conditional or withdrawn) months after the date of any such termination, to make a Takeover Proposal and (z) the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the consummation ofdate this Agreement is terminated, such Takeover Proposal; (iiB) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiiC) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then in any such event under clause (A), (B) or (C) of this Section 7.3(a), the Company shall pay to Parent or its designee a termination fee of $33,000,000 in cash (the "Termination Fee concurrently with such termination; andFee"). (ivb) Any payment required to be made pursuant to clause (A) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal or intention Proposal; any payment required to make a Takeover Proposal (whether or not conditional) is be made pursuant to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and clause (B) of Section 7.3(a) shall be made to Parent promptly following (and in any event not later than two business days after) termination of this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.1(c)(iii); and any payment required to be made pursuant to clause (C) due of Section 7.3(a) shall be made to Parent prior to or simultaneously with (and as a condition to the Company’s willful breach or failure effectiveness of) termination of this Agreement by the Company pursuant to perform any Section 7.1 (d)(ii). All such payments shall be made by wire transfer of its covenants or agreements set forth in immediately available funds to an account to be designated by Parent. (c) In the Agreement at a time when a Takeover Proposal is pending, then event that the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required fail to pay the Termination Fee orrequired pursuant to this Section 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank's Prime Lending Rate. In addition, if applicablethe Company shall fail to pay such fee when due, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses Company shall be made also pay to Parent or its designee by wire transfer all of same day funds Parent's costs and expenses (including attorneys' fees) in connection with efforts to the account designated by Parent or collect such designee. (c) Each Party hereto agrees fee. The Company acknowledges that the agreements contained in fee and the other provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) In the event that: that (i) (A) a Company Pre-Termination Takeover Proposal Event (as hereinafter defined) shall occur after the date of this Agreement and thereafter this Agreement is terminated by either PNC or intention the Company pursuant to make Section 7.2(c) or 7.3(b), respectively, by PNC pursuant to Section 7.2(e)(i) or (ii), or by PNC pursuant to Section 7.2(a) as a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management result of a willful breach by the Company, the Company Board or a committee thereof, and (Bii) this Agreement prior to the date that is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company consummates an Acquisition Proposal or enters into any acquisition or other similar agreement, including any letter of intent, related to any Acquisition Proposal (each, a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the “Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(ivAcquisition Agreement”), then the Company shall pay to Parent or its designee shall, (i) on the Termination Fee within one (1) Business Day after date such termination; (iii) this Company Acquisition Agreement is terminated by the Company pursuant entered into, pay PNC a fee equal to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee $10 million by wire transfer of same day funds and (ii) on the date an Acquisition Proposal is consummated (if consummated within one year of the date of termination, or if consummated at any time (without regard to such one-year period) if the Acquisition Proposal is the Acquisition Proposal relating to the account designated Company Acquisition Agreement addressed in the preceding clause (i)), pay PNC a fee equal to $30 million by Parent wire transfer of same day funds, less any fee paid pursuant to the preceding clause (i). (b) In the event that this Agreement is terminated by PNC pursuant to Section 7.2(e)(iii), then the Company shall, (i) on the date of such termination, pay PNC a fee equal to $10 million by wire transfer of same day funds and (ii) on the date the Company consummates an Acquisition Proposal (if consummated within one year of the date of termination, or at any time if the Acquisition Proposal is the Acquisition Proposal that resulted in such designeetermination), pay PNC a fee equal to $20 million by wire transfer of same day funds. (c) Each Party hereto agrees For purposes of this Section 7.5, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the event giving rise to the right to terminate this Agreement, a bona fide Acquisition Proposal shall have been made known to the Company or any of its Subsidiaries or has been made directly to its shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Acquisition Proposal, and such Acquisition Proposal or public announcement shall not have been irrevocably withdrawn not less than five business days prior to the Company Meeting. (d) Notwithstanding anything to the contrary herein, the maximum aggregate amount of fees payable under this Section 7.5 shall be $30 million. (e) The Company acknowledges that the agreements contained in this Section 7.3 7.5 are an integral part of the transactions contemplated by this AgreementPlan, and that, without these agreements, Parent, Merger Sub and the Company PNC would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts the amount due under pursuant to this Section 7.3 7.5, and, in order to obtain such payment, Parent or its designee PNC commences a suit that which results in a judgment against the Company for all or a portion of the Termination Fee or the Expensesfee set forth in this Section 7.5, the Company shall pay to Parent or PNC its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal attorneys’ fees and expenses) in connection with such suit. Each , together with interest on the amount of the Parties hereto acknowledges that fee at the Termination Fee is not a penalty, but rather are liquidated damages rate on six-month U.S. Treasury obligations plus 300 basis points in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and effect on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise date such payment was required to be impossible to calculate with precisionmade.

Termination Fee. (a) In the event that:that this Agreement is validly terminated by the Parent pursuant to Section 6.04(c) or Section 6.04(e), Purchaser shall pay, or cause to be paid, to the Company an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Purchaser Termination Fee”) not later than the tenth (10th) Business Day after such valid termination, by wire transfer of immediately available funds to an account designated in writing by the Seller Representative. (b) In the event that this Agreement is validly terminated by the Parent pursuant to Section 6.04(f), Parent shall pay, or cause to be paid, to the Purchaser an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Seller Termination Fee”) prior to or simultaneous with such valid termination (the receipt by the Purchaser of the Seller Termination Fee being a condition to the valid termination of this Agreement pursuant to Section 6.04(f)), by wire transfer of immediately available funds to an account designated in writing by the Purchaser. In the event that this Agreement is validly terminated by the Purchaser pursuant to Section 6.04(b) or Section 6.04(g), Parent shall pay, or cause to be paid, to the Purchaser the Seller Termination Fee not later than the tenth (10th) Business Day after such valid termination, by wire transfer of immediately available funds to an account designated in writing by the Purchaser. If, (i) (A) after the date of this Agreement and prior to the valid termination of this Agreement, a Takeover Proposal proposal for an Alternative Acquisition shall have been made to Parent or its Subsidiaries, or an intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersmake a proposal for an Alternative Acquisition was publicly announced or otherwise became publicly known; (ii) thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Purchaser and/or any Company or Parent Party pursuant to Section 7.1(b)(i6.04(d); and (iii) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company Parent or any of its Subsidiaries enters into a definitive agreement with respect to a Takeover Proposal effect an Alternative Acquisition or a Takeover Proposal is consummatedconsummates an Alternative Acquisition, then Parent shall pay, or cause to be paid, to the Company shall pay to Parent or its designee Purchaser the Seller Termination Fee concurrently with not later than the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; tenth (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (110th) Business Day after execution of such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)definitive agreement or consummation of such Alternative Acquisition, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day immediately available funds to the an account designated in writing by Parent or such designeethe Purchaser. (c) Each Notwithstanding anything to the contrary in this Agreement or otherwise, in the event of any valid termination of this Agreement, (i) the Purchaser’s payment of the Purchaser Termination Fee (which the parties acknowledge is due and payable only in the event of a termination pursuant to Section 6.04(c) or Section 6.04(e)) shall constitute the sole and exclusive remedy of the Company Parties and their respective Affiliates, successors, creditors, representative and agents (collectively, the “Company Releasing Parties”) against Purchaser and its equityholders, and any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, Purchaser, including the Financing Sources, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (each a “Purchaser Related Party”) for any and all losses or damages suffered or incurred by any Releasing Party based upon, resulting from, arising out of or in connection with the termination of this Agreement or any breach of any representation, covenant or agreement in this Agreement or circumstances giving rise to such breach or termination; (ii) the Company Releasing Parties shall not be entitled to commence or pursue any action, Proceeding, litigation or claims against any Purchaser Related Party arising out of or in connection with this Agreement, any certificate or other Transaction Document delivered pursuant to the express terms of this Agreement or the Transactions (other than for payment of the Purchaser Termination Fee, if and when payable pursuant to Section 6.06(a)); and (iii) no Purchaser Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any certificate or other Transaction Document delivered pursuant to the express terms of this Agreement or the Transactions, including the Debt Letters and Equity Commitment Letter. (d) Notwithstanding anything to the contrary in this Agreement or otherwise, in the event of any valid termination of this Agreement, (i) the Parent’s payment of the Seller Termination Fee (which the parties acknowledge is due and payable only as contemplated by Section 6.06(b)) shall constitute the sole and exclusive remedy of the Purchaser, any Purchaser Related Party and their respective Affiliates, successors, creditors, representative and agents (collectively, the “Purchaser Releasing Parties”) against Parent, any Seller and their respective equityholders, and any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, Parent, any Seller or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (each a “Company Related Party”) for any and all losses or damages suffered or incurred by any Purchaser Releasing Party based upon, resulting from, arising out of or in connection with the termination of this Agreement or any breach of any representation, covenant or agreement in this Agreement or circumstances giving rise to such breach or termination; (ii) the Purchaser Releasing Parties shall not be entitled to commence or pursue any action, Proceeding, litigation or claims against any Company Related Party arising out of or in connection with this Agreement, any certificate or other Transaction Document delivered pursuant to the express terms of this Agreement or the Transactions (other than for payment of the Seller Termination Fee, if and when payable pursuant to Section 6.06(b)). (e) The parties hereto agrees acknowledge that the agreements contained in this Section 7.3 6.06 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company parties hereto would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion In light of the difficulty of accurately determining actual losses or damages with respect to the foregoing, the parties acknowledge that (i) the Purchaser Termination Fee or in the Expensescircumstances in which it becomes payable, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate constitutes a reasonable estimate of the Bank losses or damages that will be suffered by reason of New York in effect on the date any such payment was due plus one percent (1%), together with the costs termination of this Agreement and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are constitutes liquidated damages (in the event it is payable) in a reasonable amount that will to compensate Parent and Merger Sub, as the case may be, Company Parties in the circumstances in which such Termination Fee fee and/or Expensescosts are payable, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyby this Agreement, which amount would otherwise be impossible difficult to calculate with any precision, and is not a penalty, and (ii) the Seller Termination Fee in the circumstances in which it becomes payable, constitutes a reasonable estimate of the losses or damages that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (in the event it is payable) in a reasonable amount to compensate the Purchaser in the circumstances in which such fee and/or costs are payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be difficult to calculate with any precision, and is not a penalty. For the avoidance of doubt, (A) in no event shall the Company Parties be entitled to both obtain specific performance to cause the Closing to occur and also to receive the Purchaser Termination Fee, (B) in no event shall Purchaser be entitled to both obtain the specific performance to cause the Closing to occur and also to receive the Seller Termination Fee, (C) in no event shall the Purchaser Termination Fee be paid on more than one occasion, and (D) in no event shall the Seller Termination Fee be paid on more than one occasion. Notwithstanding anything to the contrary contained herein, and subject only to the Seller Representative’s right, prior to the termination of this Agreement, to pursue (or any actual judicial award of) specific performance of Purchaser’s obligations to consummate the Closing subject to and in accordance with Section 9.13(b), in no event shall Purchaser or any Purchaser Related Party have any liability hereunder or otherwise in connection with the Transactions for any liabilities or other amounts in excess of the amount of the Purchaser Termination Fee including for any breach of this Agreement or for any other matter whatsoever (regardless of the theory of liability).