Common use of Company Payments Clause in Contracts

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach) or (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal has been publicly announced or known to the Company Board; and (C) within 12 months following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will promptly (and in any event within two Business Days) after such consummation pay to the Purchaser the Company Termination Fee by wire transfer of immediately available funds to the account designated in writing by the Purchaser. For purposes of this Section 9.3(b)(i), all references to “10%” in the definition of “Acquisition Transaction” will be deemed to be references to “25%.”

Company Payments. (i) If The Company shall pay to Parent $32,300,000 (the “Termination Fee”), within two Business Days after the satisfaction of the following conditions: (A) this Agreement is (x) validly terminated by Parent or the Company pursuant to Section 9.1(c) (Termination Date8.1(b)(i), Section 9.1(d8.1(b)(iii), or Section 8.1(d) (Requisite Stockholder Approvals) or for Section 9.1(e) (Company Breach) or (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date8.1(d), only if terminated as a result of a breach by the Company of its covenants or obligations, and not its representations or warranties, such that the condition set forth in Section 9.1(d7.2(b) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breachwould not be satisfied); (B) following the execution and delivery of this Agreement and prior to any such termination of this Agreement, an a Competing Acquisition Proposal has Transaction shall have been publicly announced or known shall have become publicly disclosed and was not publicly withdrawn at least 10 Business Days prior to the Company Boardsuch termination; and (C) concurrently with or within 12 months following any such termination of this Agreement, the Company or any of its Affiliates either an (x) consummates a Competing Acquisition Transaction is consummated or the Company (y) enters into a definitive agreement providing for an a Competing Acquisition Transaction, in each case, whether or not the Competing Acquisition Transaction and such was the same Competing Acquisition Transaction is subsequently consummated, then the Company will promptly referred to in clause (and in any event within two Business DaysB) after such consummation pay to the Purchaser the Company Termination Fee by wire transfer of immediately available funds to the account designated in writing by the Purchaserthis Section 8.3(b). For purposes of the foregoing provisions of this Section 9.3(b)(i)8.3(b)(i) only, all references to a “10%Competing Acquisition Transaction” in shall have the definition of same meaning as an “Acquisition Transaction” will except that all references therein to “15%” shall be deemed to be references to “2550%”.”

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals8.1(d) or Section 9.1(e) (Company Breach) or (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to such termination of this AgreementAgreement pursuant to Section 8.1(d) or Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or known to the Company Boarddisclosed and not withdrawn or otherwise abandoned; and (CD) within 12 months one year following such termination of this AgreementAgreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will promptly (and in any event within two Business Days) after concurrently with the consummation of such consummation Acquisition Transaction pay to the Purchaser Parent the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in writing by the PurchaserParent. For purposes of this Section 9.3(b)(i8.3(b)(i), all references to “1015%” in the definition of “Acquisition Transaction” will be deemed to be references to “2550%”.”

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to (x) Section 9.1(c8.1(c) (provided that, at the Termination Date, all of the conditions set forth in Article VII, other than the condition set forth in Section 7.1(a), have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing)), (y) Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach8.1(d) or (yz) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach8.1(e); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced or the Company shall have publicly disclosed an Acquisition Proposal, which Acquisition Proposal has not been publicly announced withdrawn or known otherwise abandoned prior to the Company Boardsuch termination; and (C) within 12 twelve months following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will shall promptly (and in any event within two three Business Days) after such consummation pay to the Purchaser Parent the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in writing by the PurchaserParent. For purposes of this Section 9.3(b)(i8.3(b)(i), all references to “1020%” in the definition of “Acquisition Transaction” will be deemed to be references to “2550%.”

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to Section 9.1(c) (Termination Date8.1(c), Section 9.1(d) (Requisite Stockholder Approvals8.1(d) or Section 9.1(e) (Company Breach) or (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach8.1(e); (B) following the execution and delivery of this Agreement and prior to such the termination of this AgreementAgreement (1) pursuant to Section 8.1(c) or Section 8.1(d), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or shall have become publicly known (in either case, not by or on behalf of Parent, its Affiliates or its Representatives) and not publicly withdrawn or otherwise abandoned prior to the Company Shareholders Meeting; or (2) pursuant to Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction shall have become known to the Company Board; Board and shall not have been abandoned or otherwise not pursued and (C) within 12 twelve months following such the termination of this AgreementAgreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is at any time subsequently consummated, then the Company will promptly (and in any event within two Business Dayson the earlier of the date such definitive agreement is signed or the consummation of such Acquisition Transaction) after such consummation pay pay, or cause to the Purchaser be paid, to Parent (or its designees) the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in writing by the PurchaserParent. For purposes of this Section 9.3(b)(i8.3(b)(i), all references to “1015%” in the definition of “Acquisition Transaction” will be deemed to be references to “2550%.”” Table of Contents

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to Section 9.1(c) (Termination Date8.1(c), Section 9.1(d) (Requisite Stockholder Approvals8.1(d) or Section 9.1(e) (Company Breach) or (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach8.1(e); (B) following the execution and delivery of this Agreement and prior to such the termination of this Agreement, Agreement (1) pursuant to Section 8.1(d) an Acquisition Proposal for an Acquisition Transaction has been publicly announced or shall have become publicly known and not publicly withdrawn or otherwise abandoned at least five Business Days prior to the Company Shareholders Meeting; or (2) pursuant to Section 8.1(c) or Section 8.1(e) an Acquisition Proposal for an Acquisition Transaction shall have become known to the Company Board; Board and shall not have been abandoned or otherwise not pursued and (C) within 12 twelve months following such the termination of this AgreementAgreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is at any time subsequently consummated, then the Company will promptly (and in any event within two Business Days) Days after such consummation pay consummation) pay, or cause to the Purchaser be paid, to Parent (or its designees) the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in writing by the PurchaserParent. For purposes of this Section 9.3(b)(i8.3(b)(i), all references to “1015%” in the definition of “Acquisition Transaction” will be deemed to be references to “2550%.”

Company Payments. (i) If (A) this Agreement is (x) validly terminated pursuant to Section 9.1(c8.1(c) (Termination Date)but in the case of a termination by the Company, Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach) or (y) validly terminated only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant the proviso to Section 9.1(c) (Termination Date8.1(c), Section 9.1(d) (Requisite Stockholder Approvals) or Section 9.1(e) (Company Breach); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal has shall have been publicly publicity announced and not withdrawn or known to the Company Boardotherwise abandoned; and (C) within 12 twelve (12) months following such termination of this Agreement, either (1) an Acquisition Transaction Proposal is consummated or (2) the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction Proposal (which Acquisition Proposal need not be the same Acquisition Proposal referred to in clause (B)) and such Acquisition Transaction Proposal is subsequently consummated, then the Company will shall promptly (and in any event within two three (3) Business Days) after such consummation pay pay, or cause to the Purchaser be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in writing by the PurchaserParent. For purposes of this Section 9.3(b)(i8.3(b), all references to “1020%” in the definition of “Acquisition TransactionProposal” will shall be deemed to be references to “2550%.”