Common use of Payment of Certain Fees Clause in Contracts

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to $200 million (the "Termination Fee"). (b) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d)(iv) hereof and (x) a Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, (y) concurrently with or within twelve (12) months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) pay to Parent 50% of the Termination Fee.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.1(b)(ii) or 10.1(b)(iii) by the Company pursuant to Section 10.1(c)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to U.S. $200 million 5,400,000 (the "Termination FeeTERMINATION FEE"). (b) If (i) this Agreement is terminated by (A) Parent pursuant to Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 9.1(d)(iv10.1(d)(i), or (C) hereof Parent or the Company pursuant to Section 10.1(d)(ii), and (xii) the Minimum Condition or any of the conditions listed in Section (c) of Annex I to this Agreement shall fail to have been satisfied as of the date of such termination, and (iii) it has become publicly known that a Takeover Proposal or amended Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, effective date of such termination and (yiv) concurrently with or within twelve (12) 12 months of the date of such termination to a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) Event, if any, pay to Parent 50% of the Termination Fee.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i9.01(b)(i), 9.1(b)(ii)(A)(w9.01(b)(ii)(A)(w), 9.1(b)(ii)(A)(y9.01(b)(ii)(A)(y), 9.1(b)(ii)(B9.01(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x9.01(b)(ii)(A)(x), in which case Section 9.3(c9.03(c) shall apply) or 9.1(b)(iii9.01(b)(iii) hereof or by the Company pursuant to Section 9.01(c), then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to $200 300 million (the "Termination FeeTERMINATION FEE"). (b) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d)(iv9.01(d)(i) hereof and (x) a Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting Termination Date and, to the extent applicable, (y) concurrently with or within twelve (12) months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv9.01(d)(i) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) pay to Parent 50% of the Termination Fee.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.01(b)(ii), 9.1(b)(ii)(A)(wor by the Company in accordance with Section 10.01(c)(ii), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds all of Parent's Expenses, up to a maximum of $1,500,000, plus a termination fee in an amount equal to $200 million 2,500,000 (the "Termination Fee"). (b) If this Agreement is terminated by Parent pursuant to Section 10.01(b)(i) or Section 10.01(b)(iii), then the Company shall pay to Parent, within five business days after submission of statements therefor, all of Parent's Expenses, up to a maximum of $1,500,000. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d)(iv10.01(b)(i), 10.01(b)(iii) hereof or 10.01(d)(i) (unless the failure of the Offer to have been consummated on or prior to the Termination Date is the result of a material breach of this Agreement by Parent or Merger Sub) and (x) a Takeover Proposal proposal or offer for a Competing Transaction has been made and publicly announced or communicated to the Company's shareholders stockholders after the date of this Agreement and prior to the Company Shareholder Meeting andtermination date, to the extent applicable, (y) and concurrently with or within twelve (12) months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day five business days of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) pay to Parent 50% of the Termination Fee, and, in the case of a termination pursuant to this Section 10.03(c) arising under Section 10.01(d)(i), all of Parent's Expenses, up to a maximum of $1,500,000.

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.1(b)(ii), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse pay to Parent, within one business day after the date of termination of this Agreement, the Termination Fee and the Expenses; provided, however, the Company is not obligated to pay the Expenses until the Parent for all has notified the Company in writing of its Expenses and (B) the amount of the Expenses. If this Agreement is terminated by the Company in accordance with Section 10.1(c)(i), then the Company shall pay to Parent the Termination Fee and the Expenses as provided in immediately available funds a termination fee Section 10.1(c)(i); provided, however, the Company is not obligated to pay Expenses until the Parent has notified the Company in an writing of the amount equal to $200 million (of the "Termination Fee")Expenses. (b) If (i) this Agreement is terminated by (A) Parent pursuant to Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 9.1(d)(iv10.1(d)(i), or (C) hereof Parent or the Company pursuant to clause 10.1(d)(ii) and either the Minimum Condition or any of the conditions listed in Section (c) of Annex I to this Agreement shall fail to have been satisfied and (xii)(A) a Takeover Proposal has shall have been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, effective date of such termination and (yB) concurrently with or within twelve (12) 12 months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day business day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) pay to Parent 50% of the Termination Fee.amendments

Payment of Certain Fees. (a) If this Agreement is terminated by Parent in accordance with Section 9.1(b)(i10.1(b)(ii) or Section 10.1(b)(iii) or by the Company pursuant to Section 10.1(c)(i), 9.1(b)(ii)(A)(w), 9.1(b)(ii)(A)(y), 9.1(b)(ii)(B) (unless related to a resolution to take any of the actions set forth in Section 9.1(b)(ii)(A)(x), in which case Section 9.3(c) shall apply) or 9.1(b)(iii) hereof then the Company shall (A) reimburse Parent for all of its Expenses and (B) pay to Parent in immediately available funds a termination fee in an amount equal to $200 U.S.$80 million (the "Termination FeeTERMINATION FEE"). (b) If (i) this Agreement is terminated by (A) Parent pursuant to Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 9.1(d)(iv10.1(d)(i), or (C) hereof Parent or the Company pursuant to clause 10.1(d)(ii) and either the Minimum Condition or any of the conditions listed in Section (c) of Annex I to this Agreement shall fail to have been satisfied and (xii)(A) a Takeover Proposal has been made and publicly announced or communicated to the Company's shareholders after the date of this Agreement and prior to the Company Shareholder Meeting and, to the extent applicable, effective date of such termination and (yB) concurrently with or within twelve (12) 12 months of the date of such termination a Third Party Acquisition Event occurs, then the Company shall (i) within one Business Day of the date of termination pursuant to Section 9.1(d)(iv) (A) pay to Parent 50% of the Termination Fee and (B) reimburse Parent for all of its Expenses, and (ii) within one Business Day business day of the occurrence of such a Third Party Acquisition Event (including any revisions or amendments thereto) ), if any, pay to Parent 50% of the Termination Fee.