Common use of Sharing of Certain Payments Clause in Contracts

Sharing of Certain Payments. In the event that Parent receives a Termination Fee (as defined in the Merger Agreement), Parent shall pay Newco an amount equal to (i) (A) the Termination Fee less (B) any out-of-pocket fees and expenses incurred by Newco or any of its Affiliates and subject to payment by Parent pursuant to the Convertible Notes Securities Purchase Agreement less (C) any fees and expenses subject to payment by Parent in connection with the bridge financing from JPMorgan Chase in connection with the Convertible Notes Securities Purchase Agreement, multiplied by (ii) the Newco Percentage. Such amount shall be paid within five business days of the receipt by Parent of such Termination Fee.