Common use of Termination Fee and Expense Reimbursement Clause in Contracts

Termination Fee and Expense Reimbursement. Notwithstanding any other provision of this Agreement: (a) if this Agreement is validly terminated pursuant to SECTION 8.1(C)(III) or SECTION 8.1(D)(II), then the Company shall (i) pay to the Parent a fee of $750,000 (the "TERMINATION FEE"), and (ii) reimburse up to an aggregate of $500,000 for the Parent's documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement (the "EXPENSE REIMBURSEMENT"); and (b) if this Agreement is validly terminated pursuant to SECTION 8.1(D)(I), then (i) the Company shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, that Acquisition Proposal (which, solely for purposes of this clause (B) shall mean an "Acquisition Proposal" as defined in SECTION 6.4(A), except that all references therein to "20%" shall be deemed instead to be "50%"), then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company shall pay to the Parent the Termination Fee.

Termination Fee and Expense Reimbursement. Notwithstanding any other provision of this Agreement: (ai) if If this Agreement is validly terminated by the Company pursuant to SECTION 8.1(C)(III‎Section 10.01(d)(i) (Superior Proposal) or SECTION 8.1(D)(IIby Parent pursuant to ‎‎Section 10.01(c)(i) (Adverse Recommendation Change), then the Company shall pay or cause to be paid to Parent in immediately available funds $42,000,000 (i) pay to in each case, such fee, the Parent a fee of $750,000 (the "TERMINATION FEE"“Termination Fee”), in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination (or, if later, after ▇▇▇▇▇▇’s written request thereof). (ii) reimburse up to an aggregate of $500,000 for the Parent's documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement If (the "EXPENSE REIMBURSEMENT"); and (bA) if this Agreement is validly terminated by Parent or the Company pursuant to SECTION 8.1(D)(I‎Section 10.01(b)(i) (End Date), then ‎Section 10.01(b)(iii) (iCompany No Vote) or ‎Section 10.01(c)(ii) (Company Breach), (B) after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or solely in the case of a termination pursuant to ‎Section 10.01(c)(ii) (Company Breach), made to the Board of Directors) and not withdrawn and (C) within twelve (12) months after the date of such termination, an Acquisition Proposal shall have been consummated or the Company shall pay or its Subsidiaries has entered into a definitive agreement with respect to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, provided that Acquisition Proposal (which, solely for purposes of this clause (B) shall mean an "Acquisition Proposal" as defined in SECTION 6.4(A), except that all references therein to "20%" shall be deemed instead to be "50%"), then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company shall pay to the Parent the Termination Fee.‎Section ​ ​

Termination Fee and Expense Reimbursement. Notwithstanding any other provision of this Agreement: (a) if If this Agreement is validly terminated by the Company pursuant to SECTION 8.1(C)(IIISection 8.1(a), (e) or SECTION 8.1(D)(II(h), or by Parent (i) pursuant to Section 8.1(e) or (f) or (ii) pursuant to Section 8.1(c) due to a breach of Section 4.1(b) or Section 4.10, then the Company shall (i) pay to the Parent a fee of in cash $750,000 600,000 (the "TERMINATION FEE"), and (ii) reimburse up to an aggregate of $500,000 for the Parent's documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement (the "EXPENSE REIMBURSEMENTFee"); and (b) provided, however, that the Fee shall not be owed if this Agreement is validly terminated pursuant to SECTION 8.1(D)(ISection 8.1(a), then (ic) or (e) unless (A) following the Company shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn date of this Agreement and prior to the time termination of such termination)this Agreement, a person has publicly announced a proposal for a bona fide Alternative Transaction and (B) within six (6) nine months of such terminationthe termination of this Agreement the Company either enters into a binding agreement for an Alternative Transaction or consummates an Alternative Transaction; provided, further, however, that if this Agreement is terminated by the Company pursuant to Section 8.1(a), the Company or any of Fee shall not be owed if at the time the Agreement is terminated Parent has materially breached its Subsidiaries accepts a written offer for, or otherwise enters into an agreement obligations hereunder. If Parent terminates this Agreement pursuant to consummate or consummates, that Acquisition Proposal (which, solely for purposes of this clause (B) shall mean an "Acquisition Proposal" as defined in SECTION 6.4(ASection 8.1(f), except that all references therein to "20%" shall be deemed instead to be "50%"), then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company shall pay the Fee to Parent within one business day of Parent terminating this Agreement. If the Company terminates this Agreement pursuant to Section 8.1(h), the Company shall pay the Fee to Parent on the day that it terminates this Agreement. If Parent terminates this Agreement pursuant to Sections 8.1(c) or 8.1(e) or if the Company terminates this Agreement pursuant to Section 8.1(a) or (e) under circumstances in which the Fee is payable pursuant to the first sentence of this Section 8.3(a), the Company shall pay the Fee to Parent upon the Termination Feeearlier of the Company entering into a binding agreement for an Alternative Transaction or consummating an Alternative Transaction within the nine-month period. (b) Any payments required under this Section 8.3 shall be payable by the Company by wire transfer of immediately available funds to an account designated by Parent. If the Company fails to promptly make any payment required under this Section 8.3 and Parent commences a suit to collect such payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay the Company interest on the amount of the payment at the prime rate of Fleet National Bank (or its successors or assigns) in effect on the date the payment was payable pursuant to this Section 8.3.