Common use of Future Transactions Clause in Contracts

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) and at such time, Parent could have terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(e) or (III) by Parent or the Company pursuant to Section 8.1(c) and, at the time of such termination, each condition to the Offer set forth in Section 1.1(a) and Annex A (other than the Minimum Condition, other than conditions set forth in clauses (d)(i) through (d)(iv) of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied (or would be satisfied) or waived and the Minimum Condition has not been satisfied; (B) following the execution and delivery of this Agreement and prior to any such termination, an Acquisition Proposal has been made to the Company or the Company Board or announced or publicly disclosed and not withdrawn or otherwise abandoned; and (C) within one year of such termination, either an Acquisition Transaction is consummated or the Company enters into a definitive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 (in each case, whether or not the Acquisition Proposal referenced in the preceding clause), then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent prior to the execution of this Agreement, as may be updated by Parent by written notice to the Company no more than one (1) Business Day before a payment to Parent is due hereunder. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) and at such time), Parent could have terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(e); (B) the Company has not delivered to Parent written notice prior to termination of this Agreement of a breach or (III) failure to perform by Parent or the Company pursuant Merger Sub of any of their respective representations, warranties or covenants contained in this Agreement, which breach or failure to Section 8.1(c) and, at the time perform would result in a failure of such termination, each a condition to the Offer set forth in Section 1.1(a) and Annex A (other than 7.1 or Section 7.3, or any such noticed breach or failure to perform was cured prior to, or is otherwise not continuing as of, the Minimum Condition, other than conditions set forth in clauses (d)(i) through (d)(iv) termination of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied (or would be satisfied) or waived and the Minimum Condition has not been satisfiedthis Agreement; (BC) following the execution and delivery of this Agreement and prior to any such terminationthe termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been made publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company or the Company Board or announced or publicly disclosed Board, and not withdrawn or otherwise abandoned; and (CD) within one year of such terminationthe termination of this Agreement pursuant to Section 8.1(c), 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 (in each case, whether or not the Acquisition Proposal referenced in the preceding clause)consummated, then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent prior to the execution of this Agreement, as in Schedule 8.3(b) (which Schedule may be updated by Parent by written notice from time to the Company no more than one (1) Business Day before a payment to Parent is due hereundertime). For purposes of this Section 8.3(b)(i), all references to “15%” and “85%15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50%50 percent.”” For purposes of Section 8.3(b)(i)(D), all references to “the Equity Financing Sources” in the definition of “Acquisition Transaction” will be deemed to be deleted.

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) and at such time), Parent could have terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(e); (B) or (III) by Parent or in the Company case of a termination pursuant to Section 8.1(c) and), at the time of such termination, each condition to the Offer conditions set forth in Section 1.1(a7.1(b) and Annex A Section 7.1(c) have been satisfied or are capable of being satisfied; (other than the Minimum ConditionC) Parent or Merger Sub have not breached any of their respective representations, other than conditions warranties or covenants contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in clauses (d)(i) through (d)(iv) Section 7.1 or Section 7.3, or any such breach or failure to perform was cured prior to, or is otherwise not continuing as of, the termination of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied (or would be satisfied) or waived and the Minimum Condition has not been satisfiedthis Agreement; (BD) following the execution and delivery of this Agreement and prior to any such terminationthe termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been made publicly announced or publicly disclosed, or, in the case of termination pursuant to Section 8.1(c) or Section 8.1(e), otherwise provided to the Company or the Company Board or announced or publicly disclosed Board, and not withdrawn or otherwise abandoned; and (CE) within one year of such terminationthe termination of this Agreement pursuant to Section 8.1(c), 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 (in each case, whether or not the Acquisition Proposal referenced in the preceding clause)consummated, then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent prior to within five (5) Business Days of the execution date of this Agreement, as Agreement (which account may be updated by Parent by written notice to the Company no more than one (1) Business Day before a payment from time to Parent is due hereundertime). For purposes of this Section 8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” (including as such term is used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.”

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) (Termination Date) (and at in the case of such timetermination under Section 8.1(c), the Parent could have terminated this Agreement pursuant to Termination Fee is not payable), Section 8.1(d) (No Vote) or Section 8.1(e) or (III) by Parent or the Company pursuant to Section 8.1(c) and, at the time of such termination, each condition to the Offer set forth in Section 1.1(a) and Annex A (other than the Minimum Condition, other than conditions set forth in clauses (d)(i) through (d)(iv) of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such timeBreach)) has been satisfied (or would be satisfied) or waived and the Minimum Condition has not been satisfied; (B) following the execution and delivery of this Agreement and prior to any such terminationtermination of this Agreement, an Acquisition Proposal has been made to the Company or the Company Board or publicly announced or publicly disclosed and or delivered to the Company Board and, in the case of a termination under Section 8.1(d) (No Vote), such Acquisition Proposal is not withdrawn or otherwise abandonedabandoned at least one Business Day before such vote is taken on the adoption of this Agreement; and (C) within one year of such termination, either an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) and such Acquisition Transaction is subsequently consummated (or is subsequently terminated before consummation but a subsequent Acquisition Transaction is entered into in each case, whether or not connection with the termination of such Acquisition Proposal referenced in the preceding clauseTransaction and such subsequent Acquisition Transaction is subsequently consummated), then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent prior to the execution of this Agreement, as may be updated by Parent by written notice to the Company no more than one (1) Business Day before a payment to Parent is due hereunderor its designee. For purposes of this Section 8.3(b)(i), all references to “15%” and “85%15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50%50 percent.”

Future Transactions. If (A) this Agreement is validly terminated (I) by Parent pursuant to Section 8.1(d), (II) by Parent or the Company pursuant to Section 8.1(c) and at such time), Parent could have terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(e) (but only if such termination pursuant to Section 8.1(e) is a result of the Company’s breach or failure to perform any of its covenants which breach or failure to perform would result in a failure of a condition set forth in Section 7.2(b)); (IIIB) by Parent or the Company with respect to any such termination pursuant to Section 8.1(c) and), at the time of such termination, each condition to the Offer set forth in Section 1.1(a) and Annex A (other than the Minimum Condition, other than conditions set forth in clauses (d)(i) through (d)(iv) of Annex A, and other than any conditions that by their terms are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied (or would be satisfied8.1(d) or waived and Section 8.1(e), after the Minimum Condition has not been satisfied; (B) following the execution and delivery of this Agreement Date and prior to any such termination, termination an Acquisition Proposal has been made to the Company or the Company Board or publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (C) within one year of such terminationthe termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) 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 (in each case, whether or not the Acquisition Proposal referenced in the preceding clause)Transaction, then the Company will, concurrently with (and as a condition to) the consummation of such Acquisition TransactionTransaction or entry into such definitive agreement, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated by Parent prior to the execution of this Agreement, as in Schedule 8.3(b) (which Schedule may be updated by Parent by written notice from time to the Company no more than one (1) Business Day before a payment to Parent is due hereundertime). For purposes of this Section 8.3(b)(i), (i) all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (ii) all references to “Acquisition Transaction” shall exclude any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is initiated by the Company and any asset sale or similar transaction in connection therewith. For the avoidance of doubt, for purposes of this Section 8.3(b)(i), all references to “Acquisition Transaction” shall include any liquidation or dissolution with respect to the Company or any of its Subsidiaries that is proposed by an unaffiliated third party as a means by which such third party were to acquire, and such third party does actually acquire, 50% or more of the Company Owned Intellectual Property for aggregate consideration equal to or in excess of $5,000,000.”