Common use of Company Payments Clause in Contracts

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine Million Nine Hundred Thirty Six Thousand One Hundred Forty Five Dollars ($9,936,145) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 9.1(b) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(1), (C)(2), (C)(7) or (C)(8) of Annex A) or (2) this Agreement is terminated pursuant to Section 9.1(e)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within 12 months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) and such Acquisition Transaction is subsequently consummated (provided, however,

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine Million Nine Hundred Thirty Six Thousand One Hundred Forty Five Dollars the sum of (x) $9,936,14524.8 million, and (y) the amount of Parent’s documented out-of-pocket expenses associated with the transactions contemplated by this Agreement of up to $3,000,000 (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day business day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 9.1(b) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(1), (C)(2), (C)(7) or (C)(8) of Annex A) or (2) this Agreement is terminated pursuant to Section 9.1(e)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an Acquisition Proposal in respect of the Company shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention to make an Acquisition Proposal in respect of the Company and such Acquisition Proposal has not been communicated or otherwise made known withdrawn at least 10 business days prior to the Company then-scheduled Expiration Date, (B) this Agreement is terminated pursuant to Section 10.1(c), and (C) within 12 twelve months following the termination of this Agreement, either an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (BA)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (BA)) and such Acquisition Transaction is subsequently ultimately consummated (whether or not consummated during the foregoing 12-month period); provided, however,, that for the purposes of this Section 10.3(b)(i), (x) all references to 15% and 50% in the definition of “Acquisition Transaction” shall be replaced by 50.1% and (y) the reference to 85% in the definition of “Acquisition Transaction” shall be replaced by 49.9%.

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine Seven Million Nine Five Hundred Thirty Six Thousand One Hundred Forty Five Dollars ($9,936,1457,500,000) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 9.1(b8.1(b) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(1), (C)(2), (C)(7) or (C)(8) of Annex A8.1(c) or (2) this Agreement is terminated pursuant to Section 9.1(e)(i8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Company, and (C) within 12 twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not resulting from the Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Acquisition Proposal referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not resulting from the Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Acquisition Proposal referenced in the preceding clause (B)) and such Acquisition Transaction is subsequently consummated (provided, however,).

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine One Million Nine Seven Hundred Thirty Six and Fifty Thousand One Hundred Forty Five Dollars ($9,936,1451,750,000) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (A) (1) this Agreement is validly terminated pursuant to Section 9.1(b7.1(b) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(1), (C)(2), (C)(7) or (C)(8) of Annex A) or (2) this Agreement is terminated pursuant to Section 9.1(e)(i7.1(d), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an Alternative Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Company, and (C) within 12 twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not resulting from the Alternative Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Alternative Acquisition Proposal referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not resulting from the Alternative Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Alternative Acquisition Proposal referenced in the preceding clause (B)) and such Acquisition Transaction is subsequently consummated (provided, however,).

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine Million Nine Hundred Thirty Six Thousand One Hundred Forty Five Dollars ($9,936,145) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that If (A) (1) Parent or the Company terminates this Agreement is terminated pursuant to Section 9.1(b) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(17.1(c), (C)(2), (C)(7) or (C)(8) of Annex A) or (2) Parent terminates this Agreement is terminated pursuant to Section 9.1(e)(i7.1(e), or (3) Parent or the Company terminates this Agreement pursuant to Section 7.1(d), (B) following after the execution and delivery of this Agreement date hereof and prior to the date of such termination of this Agreement (except in the case of any termination referred pursuant to Section 7.1(d), in clause (A)(1) above) or which case prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2Company Required Vote being obtained) above), an Acquisition Proposal shall have been is publicly announced disclosed (whether by the Company or shall have become publicly knowna third party), or shall have been communicated or otherwise made known to the Company Board or Company management, and (C) within 12 twelve months following of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal, the Company shall pay to Parent an amount equal to $150,000,000 in cash (the “Company Termination Fee”); provided, however, that no Company Termination Fee shall be payable under this Section 7.3(b)(i) if, prior to the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced Proposal described in the preceding clause (B)) was irrevocably withdrawn (publicly, if it had been disclosed) unless the definitive agreement or the Acquisition Proposal described in clause (C) is consummated or with the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Person who made such Acquisition Transaction (whether or not the Acquisition Transaction referenced Proposal described in the preceding clause (B) or an Affiliate of such Person or a group of which such Person or one of its Affiliates is a party. For purposes of this Section 7.3(b)(i)) and such , all references to “20%” in the definition of “Acquisition Transaction is subsequently consummated (provided, however,Proposal” will be deemed to be references to “50%.”

Company Payments. (i) The Company shall pay to Parent (or its designee) a fee equal to Nine Million Nine Hundred Thirty Six Thousand One Hundred Forty Five Dollars (Investor $9,936,145) 28,000,000 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentInvestor, within one two (2) Business Day Days after demand by ParentInvestor, in the event that that: (A) (1) this Agreement is terminated by Investor or the Company pursuant to Section 9.1(b8.1(b)(i) or Section 9.1(c) (in either case, by reason of the failure of the Minimum Condition or any of the Offer Conditions set forth in clauses (C)(18.1(b)(iii), (C)(2), (C)(7) or (C)(8) of Annex A) or (2) this Agreement is terminated pursuant to Section 9.1(e)(i), ; (B) following the execution and delivery date of this Agreement and prior to the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(1) aboveSection 8.1(b)(i) or Section 8.1(b)(iii) a Competing Acquisition Transaction, whether or not conditional, shall have been announced, commenced or become publicly disclosed or otherwise submitted, made or become known to the Company Board and, in either case, shall not have been withdrawn or otherwise abandoned prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Agreement; and (C) within 12 twelve (12) months following the termination of this AgreementAgreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), either an the Company or any of its Subsidiaries consummates a Competing Acquisition Transaction (or enters into a definitive agreement with respect to a Competing Acquisition Transaction that is later consummated, whether or not such Competing Acquisition Transaction was the same Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or . For purposes of the Company enters into foregoing, a letter of intent, memorandum of understanding or Contract providing for “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction Transaction” except that all references therein to “more than fifteen percent (whether or not the Acquisition Transaction referenced in the preceding clause (B15%)) and such Acquisition Transaction is subsequently consummated (provided, however,” shall be deemed to be references to “a majority.”