Termination Fee; Effects of Termination. (a) The Company shall pay, or cause to be paid, in same day funds to Parent the sum of (x) Parent's Expenses (as hereinafter defined) actually incurred in an amount not to exceed $2 million and (y) $18 million (the "Termination Fee") upon demand if (i) Parent or Merger Sub terminates this Agreement pursuant to Section 8.1(c), as a result of conditions set forth in paragraph (e) (ii), (iii) or (iv) of Annex A; or (ii) prior to any termination of this Agreement (other than by the Company pursuant to Section 8.1(d)(iii)), an Alternative Proposal or OCC Alternative Transaction shall have been made and within 12 months of such termination, a transaction constituting an Alternative Proposal or OCC Alternative Transaction is consummated or the Company enters into or causes OCC to enter into an agreement with respect to, approves or recommends or takes any action to facilitate such proposal.
Termination Fee; Effects of Termination. (a) If (i) during the term of this Agreement, the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger, or the Company Board approves, or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction, and (ii) this Agreement is thereafter terminated pursuant to Section 9.1(ii), Section 9.1(iii) or Section 9.1(iv), and (iii) in the case of any termination pursuant to Section 9.1(ii) only, the Company thereafter enters into any definitive agreement with respect to or consummates an Extraordinary Transaction with any Person other than Liberty Media, Parent or an Affiliate of either of them, within six months after the date of such termination, then, in any such case, the Company shall immediately pay Liberty Media a fee of $3.5 million (the "Termination Fee"), payable by wire transfer of same day funds.
Termination Fee; Effects of Termination. (a) In the event any of the following shall occur:
Termination Fee; Effects of Termination. (a) If at a time that 7.5(a) is in effect (i) a bona fide Alternative Proposal shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal and thereafter this Agreement is terminated pursuant to Section 9.1(ii)(D) or (ii) this Agreement is terminated by Liberty pursuant to Section 9.1(iii), then the Company shall promptly, but in no event later than the date of such termination, pay Liberty a fee of $50 million (the "Termination Fee"), payable by wire transfer of same day funds; provided, however, that no Termination Fee shall be payable to Liberty in connection with a termination of this Agreement as described in clause (i) of this Section 9.2(a) or in connection with a termination by Liberty pursuant to Section 9.1(iii) unless and until within six months after any such termination the Company enters into any definitive agreement with respect to, or consummates, a transaction pursuant to an Alternative Proposal (for the purposes of the foregoing proviso and the next succeeding sentence only, the term "Alternative Proposal" shall have the meaning assigned to such term in Section 7.5(a) except that the references to "25% in the definition of "Alternative Proposal" in Section 7.5(a) shall be deemed to be references to "50%"). Notwithstanding the foregoing, (x) if an Alternative Proposal shall have been made as described in clause (i) of this Section 9.2(a) and shall thereafter have been publicly unconditionally withdrawn by the maker thereof prior to the event giving rise to the termination of this Agreement referred to in clause (i) of this Section 9.2(a), no Termination Fee shall be payable by the Company to Liberty unless the Company enters into any definitive agreement with respect to, or consummates, any Alternative Proposal with the same maker or any of it Affiliates within the period of time set forth in the proviso to the immediately preceding sentence and (y) no Termination Fee shall be payable pursuant to this clause (a) in connection with any definitive agreement providing for, or the consummation of, an Alternative Transaction if such definitive agreement was entered into at a time that Section 7.5(a) was not in effect.
