Common use of Termination Fees Clause in Contracts

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) ifIf this Agreement is terminated: (i) by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(iii) or by the Company terminates or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 9.01(h‎Section 10.01(c)(i) or ‎Section 10.01(c)(iii);; or (ii) by the Company or Parent terminates this Agreement pursuant to Section 9.01(d); (iii‎10.01(b)(i) (A) after without the Agreement DateCompany Stockholder Approval having been obtained), a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of by the Company or Parent pursuant to Section ‎10.01(b)(iii), or by Parent pursuant to Section ‎10.01(c)(ii) (without the Company Board, and such Company Takeover Proposal is not publicly withdrawn Stockholder Approval having been obtained or, if not publicly proposed or announced, communicated to such termination is after the Company Board or managementStockholder Approval has been obtained, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a willful breach by the Company of a covenant in this Agreement, Company) and: (A) at or prior to the time of termination of this Agreement, a Company Acquisition Proposal shall have been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the breach giving rise management or board of directors of the Company (in each case, and not publicly withdrawn), or any Person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to such termination, make a Company Acquisition Proposal; and (B) on or prior to the first (1st) anniversary of such termination of this Agreement Agreement: (1) a transaction relating to a Company Acquisition Proposal is terminated by consummated; or (x2) either Parent or the a definitive agreement relating to any Company pursuant to Section 9.01(b)(i) (but in the case of a termination Acquisition Proposal is entered into by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.;

Termination Fees. (a) The If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i); (ii) by the Company pursuant to Section 10.01(d)(iii); (iii) by the Company or Parent pursuant to Section 10.01(b)(iii), and in the case of clause (iii) of this sentence: (I) at or prior to the Company Stockholder Meeting a Company Acquisition Proposal shall have been publicly disclosed or announced and shall not have been publicly and irrevocably withdrawn at least four (4) days prior to the Company Stockholder Meeting; and (II) within the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to any Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company or any of its Affiliates; or (iv) by Parent pursuant to Section 10.01(c)(ii) as a result of a material breach by the Company of its obligations set forth in Section 6.02 or Section 8.04(a) and, at the time of such termination, the Company Stockholder Approval shall not have been obtained, and in the case of clause (iv) of this sentence: (I) at or prior to the date of such termination a Company Acquisition Proposal shall have been made and shall not have been publicly and irrevocably withdrawn at least four (4) days prior to the Company Stockholder Meeting; and (II) within the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to any Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company or any of its Subsidiaries, then (x) in the case of each of the foregoing clauses (i), (ii) and (iv), the Company shall pay to Parent (or its designee), in cash at the time specified in the following sentence, a fee in an amount equal to $3,500,000 2.2 billion (the “Company Termination Fee”) if: and (iy) in the case of the foregoing clause (iii), the Company terminates this Agreement pursuant shall pay to Section 9.01(hParent (or its designee); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after , in cash at the Agreement Datetime specified in the following sentence, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated fee in an amount equal to the Company Board Termination Fee, less any amounts paid to Parent (or management, is not withdrawn its designee) as of such time with respect to the Parent Fee Reimbursement. The Company Termination Fee shall be paid as follows: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i)clause (i) of the preceding sentence, prior to the date that is four within three (43) Business Days prior to after the final expiration date of the Offer or termination of this Agreement, (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(cclause (ii) as a result of a breach by the Company of a covenant in this Agreementpreceding sentence, on or prior to the time date of the breach giving rise to such termination, termination and (Bz) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)clause (iii) or (yiv) Parent pursuant of the preceding sentence, on or prior to Section 9.01(c) as a result the earlier of a breach by the Company date of a covenant in this Agreement, the consummation of the applicable transaction and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or date upon which the Company enters into a definitive agreement with respect is entered into. “Company Acquisition Proposal” for purposes of this Section 10.03(a) shall have the meaning assigned thereto in the definition thereof set forth in Section 1.01, except that references in the definition to any Company Takeover Proposal that is subsequently consummated“twenty percent (20%)” shall be replaced by “fifty percent (50%)”.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 8,400,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise is communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn withdrawn: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer Offer; or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by by: (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) ); or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this AgreementAgreement occurring after such Company Takeover Proposal is communicated to the Company Board, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The If: (i) this Agreement is terminated pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meeting, and (C) within 12 months of such termination, the Company enters into a definitive agreement with any third party to consummate, or consummates, a Takeover Proposal; then the Company shall pay pay, or cause to Parent a fee be paid, to Parent, by wire transfer of immediately available funds, an amount equal to $3,500,000 18,340,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated termination pursuant to Section 9.01(b)(i)clause (i) above, prior to within two Business Days of the date that is four (4) Business Days prior to the final expiration date of the Offer or termination and (y) in the case of this Agreement being subsequently terminated termination pursuant to Section 9.01(cclause (ii) as a result above, within two Business Days of the date of the first to occur of (I) the execution of a breach by the Company definitive agreement relating to a Takeover Proposal and (II) consummation of a covenant transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in this AgreementSection 7.5(f) (Company No Solicitation), prior except that all references to the time of the breach giving rise 15% shall be changed to such termination, 50%. (Bb) If: (i) this Agreement is terminated by pursuant to (xA) either Section 9.1(d)(ii) (Violation of Parent No Solicitation), (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the right to terminate this Agreement pursuant to (i) Section 9.1(d)(ii) (Violation of Parent No Solicitation) or (2) Section 9.1(d)(iii) (Parent Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.01(b)(i9.1(b)(i) (but Outside Date), Section 9.1(b)(iv) (No Parent Stockholder Approval) or Section 9.1(d)(i) (Breach by Parent), (B) (1) in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c9.1(b)(i) as (Outside Date) or Section 9.1(d)(i) (Breach by Parent), a result Parent Takeover Proposal shall have been made to the Board of Directors of Parent or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a breach by termination pursuant to Section 9.1(b)(iv) (No Parent Stockholder Approval), a Parent Takeover Proposal shall have been made to the Company Board of a covenant in this AgreementDirectors of Parent or become publicly known, and not publicly withdrawn, prior to the date of the Parent Stockholders Meeting, and (C) within twelve (12) 12 months after of such termination, the Company consummates any Company Takeover Proposal or the Company Parent enters into a definitive agreement with respect any third party to any Company consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days of the date of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to a Parent Takeover Proposal and (II) consummation of a transaction relating to a Parent Takeover Proposal; provided that, solely for purposes of this Section 9.3(b), the term “Parent Takeover Proposal” shall have the meaning ascribed thereto in Section 7.19(f) (Parent No Solicitation), except that all references to 15% shall be changed to 50%. (c) Each of the Parties acknowledges that the agreements contained in this Section 9.3 (Termination Fees) are an integral part of this Agreement, and that (i) the Company Termination Fee is subsequently consummatednot a penalty, but rather is a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions and (ii) the Parent Termination Fee is not a penalty, but rather is a reasonable amount that will compensate the Company in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, each of which amounts would otherwise be impossible to calculate with precision. In addition, if any Party fails to pay in a timely manner any amount due pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees), as applicable, then (i) such Party shall reimburse the other Party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Proceedings commenced and (ii) such Party shall pay to the other Party interest on the amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2%. Notwithstanding anything to the contrary in this Agreement, (A) upon payment of the Company Termination Fee pursuant to this Section 9.3 (Termination Fees), none of the Company, any of the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions and (B) upon payment of the Parent Termination Fee pursuant to this Section 9.3 (Termination Fees), none of Parent, any of the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 1,200,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn management has been withdrawn: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer Offer; or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by by: (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) ); or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 2,425,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is has not withdrawn been withdrawn: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer Offer; or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by by: (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) ); or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The If this Agreement is terminated: (i) by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of ‎Section 10.01 at a time when this Agreement was terminable by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(iv); or (ii) by the Company or Parent pursuant to ‎Section 10.01(b)(i) (without the Company Stockholder Approval having been obtained), by the Company or Parent pursuant to ‎Section 10.01(b)(iii) or by Parent pursuant to ‎Section 10.01(c)(iii) (without the Company Stockholder Approval having been obtained or, if such termination is after the Company Stockholder Approval has been obtained, as a result of a willful breach by the Company) and: (A) at or prior to the time of termination of this Agreement, a Company Acquisition Proposal shall have been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the management or board of directors of the Company (in each case, and not publicly withdrawn), or any Person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Company Acquisition Proposal; and (B) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; or (iii) by the Company pursuant to ‎Section 10.01(d)(i); then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee equal to in the amount of $3,500,000 206,000,000 (the “Company Termination Fee”) if: ). The Company Termination Fee shall be payable as follows: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of ‎Section 10.03(a)(i), in the event the Company Termination Fee is payable in connection with a termination of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i)(A) by Parent, prior to the date that is four within five (45) Business Days prior to of such termination, and (B) by the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) Company, substantially concurrently with, and as a result of a breach by the Company of a covenant in this Agreementcondition to, prior to the time of the breach giving rise to such termination, (Bii) this Agreement is terminated by (x) either Parent or in the event the Company pursuant to Termination Fee is payable under Section 9.01(b)(i10.03(a)(iii), substantially concurrently with, and as a condition to, such termination and (iii) (but in the case of a termination by event the CompanyCompany Termination Fee is payable under ‎Section 10.03(a)(ii), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) substantially concurrently with, and as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such terminationcondition to, the Company consummates any Company Takeover Proposal or earlier of the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.consummation of the applicable

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 1,400,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn management has been withdrawn: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer Offer; or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by by: (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) ); or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 3,552,298 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not management has been withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); or (ii) by the Company or Parent pursuant to Section 10.01(b)(i) (without the Company Stockholder Approval having been obtained), by the Company or Parent pursuant to Section 10.01(b)(iii) or by Parent pursuant to Section 10.01(c)(iii) (without the Company Stockholder Approval having been obtained or, if such termination is after the Company Stockholder Approval has been obtained, as a result of a willful breach by the Company) and: (A) at or prior to the time of termination of this Agreement, a Company Acquisition Proposal shall have been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the management or board of directors of the Company (in each case, and not publicly withdrawn), or any Person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Company Acquisition Proposal; and (B) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; or (iii) by the Company pursuant to Section 10.01(d)(i); then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee equal to in the amount of $3,500,000 206,000,000 (the “Company Termination Fee”) if: ). The Company Termination Fee shall be payable as follows: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of Section 10.03(a)(i), in the event the Company Termination Fee is payable in connection with a termination of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i)(A) by Parent, prior to the date that is four within five (45) Business Days prior to of such termination, and (B) by the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) Company, substantially concurrently with, and as a result of a breach by the Company of a covenant in this Agreementcondition to, prior to the time of the breach giving rise to such termination, (Bii) this Agreement is terminated by (x) either Parent or in the event the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that Termination Fee is subsequently consummated.payable under Section

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 2,000,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h9.01(g); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not management as having been withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) 12 months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) if: If this Agreement is terminated by (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach of Section 4.2(b) by Parent, or (ii) by the Company of a covenant in this Agreementpursuant to its rights under Section 8.1(g), prior or (iii) by Parent pursuant to its rights under Section 8.1(h), Parent shall pay to the time Company a fee of $17 million, plus the breach giving rise amount of any documented out-of-pocket expenses incurred by the Company and its Affiliates in connection with the negotiation and preparation of this Agreement and the Transaction Agreements and any other ancillary agreements executed and delivered in connection with the transactions contemplated hereby and thereby (including fees of counsel and accountants) up to the date of such terminationtermination up to a maximum aggregate of $1.5 million (collectively, "Expenses") in cash minus any amounts as may have been previously paid by such party pursuant to this Section 8.3. (Bb) If : (i) this Agreement is terminated by (x) either Parent or the Company a party pursuant to Section 9.01(b)(i8.1(c) following a failure of the shareholders of Parent to grant the necessary approvals described in Section 5.2; and (but in ii) prior to such meeting of the case shareholders of a termination by Parent (and following the Companydate hereof), only if at there shall have been publicly announced an Acquisition Proposal involving Parent (whether or not such time Parent would not be prohibited from terminating this Agreement pursuant Acquisition Proposal shall have been rejected or shall have been withdrawn prior to the proviso in Section 9.01(b)(itime of such termination or of the shareholders' meeting)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, ; and (Ciii) within twelve 12 months of any such termination described in clause (12b)(i) months after above, Parent becomes a majority-owned subsidiary of the offeror of such termination, the Company consummates any Company Takeover Acquisition Proposal or the Company enters into an Affiliate thereof or accepts a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.48

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) if:If, (i) (x) prior to the termination of this Agreement, any Competing Proposal is made to the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal or is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of disclosed prior to, obtaining the Company or the Company BoardRequisite Stockholders’ Approval, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company or Buyer pursuant to Section 9.01(b)(i8.1(b) (but in the case of a termination by the Company, only if at such time Parent Buyer would not be prohibited from terminating this Agreement pursuant to the proviso in by application of Section 9.01(b)(i8.1(b)(ii)) or (yd) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (Cz) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or (1) the Company enters into a any definitive agreement providing for the consummation of a Competing Proposal (whether or not such agreement shall have been entered into with the person who made the Competing Proposal referred to in the foregoing clause (x)) or (2) the transactions contemplated by any such Competing Proposal (whether or not such Competing Proposal was the Competing Proposal referred to in the foregoing clause (x)) are otherwise consummated; (ii) this Agreement is terminated by the Company pursuant to Section 8.1(g); (iii) this Agreement is terminated by Buyer pursuant to Section 8.1(h); or (iv) this Agreement is terminated by the Company or Buyer pursuant to Section 8.1(b) (but only if at such time the terminating party would not be prohibited from terminating this Agreement by application of Section 8.1(b)(ii)) and at the time of such termination, (i) the Company has failed to effect the Spin-Off and (ii) (x) the SEC has previously indicated that it has no additional comments to the Registration Statement on Form 10 last filed by CPEX, and (y) Duff & P▇▇▇▇▇ LLC is prepared to deliver its opinion that the Company has sufficient surplus under Delaware Law to make the distribution of CPEX common stock and that each of the Company and CPEX will be solvent and adequately capitalized after giving effect to the distribution; then in any such event the Company shall pay to Buyer a fee of U.S.$13,000,000 (thirteen million dollars) in cash (the “Company Termination Fee”) and the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Buyer (provided that nothing herein shall release any party from liability for intentional breach or fraud), such payment to be made in the case of (x) termination pursuant to Section 8.2(a)(i), no later than the date of the first to occur of the events referred to in Section 8.2(a)(i)(z), (y) termination pursuant to Section 8.2(a)(ii), in advance or concurrent with such termination, or (z) termination pursuant to Section 8.2(a)(iii), or (iv), within two (2) business days after the termination of this Agreement; it being understood that in no event shall the Company Takeover Proposal that is subsequently consummatedbe required to pay the fee referred to in this Section 8.2(a) on more than one occasion. Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under applicable Tax Law.

Termination Fees. (a) The . (a) If: (i) this Agreement is terminated pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meeting, and (C) within 12 months of such termination, the Company enters into a definitive agreement with any third party to consummate, or consummates, a Takeover Proposal; then the Company shall pay pay, or cause to Parent a fee be paid, to Parent, by wire transfer of immediately available funds, an amount equal to $3,500,000 18,340,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated termination pursuant to Section 9.01(b)(i)clause (i) above, prior to within two Business Days of the date that is four (4) Business Days prior to the final expiration date of the Offer or termination and (y) in the case of this Agreement being subsequently terminated termination pursuant to Section 9.01(cclause (ii) as a result above, within two Business Days of the date of the first to occur of (I) the execution of a breach by the Company definitive agreement relating to a Takeover Proposal and (II) consummation of a covenant transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in this AgreementSection 7.5(f) (Company No Solicitation), prior except that all references to the time of the breach giving rise 15% shall be changed to such termination, 50%. (Bb) If: (i) this Agreement is terminated by pursuant to (xA) either Section 9.1(d)(ii) (Violation of Parent No Solicitation), (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the right to terminate this Agreement pursuant to (i) Section 9.1(d)(ii) (Violation of Parent No Solicitation) or (2) Section 9.1(d)(iii) (Parent Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.01(b)(i9.1(b)(i) (but Outside Date), Section 9.1(b)(iv) (No Parent Stockholder Approval) or Section 9.1(d)(i) (Breach by Parent), (B) (1) in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c9.1(b)(i) as (Outside Date) or Section 9.1(d)(i) (Breach by Parent), a result Parent Takeover Proposal shall have been made to the Board of Directors of Parent or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a breach by termination pursuant to Section 9.1(b)(iv) (No Parent Stockholder Approval), a Parent Takeover Proposal shall have been made to the Company Board of a covenant in this AgreementDirectors of Parent or become publicly known, and not publicly withdrawn, prior to the date of the Parent Stockholders Meeting, and (C) within twelve (12) 12 months after of such termination, the Company consummates any Company Takeover Proposal or the Company Parent enters into a definitive agreement with respect any third party to any Company consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days of the date of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to a Parent Takeover Proposal and (II) consummation of a transaction relating to a Parent Takeover Proposal; provided that, solely for purposes of this Section 9.3(b), the term “Parent Takeover Proposal” shall have the meaning ascribed thereto in Section 7.19(f) (Parent No Solicitation), except that all references to 15% shall be changed to 50%. (c) Each of the Parties acknowledges that the agreements contained in this Section 9.3 (Termination Fees) are an integral part of this Agreement, and that (i) the Company Termination Fee is subsequently consummatednot a penalty, but rather is a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions and (ii) the Parent Termination Fee is not a penalty, but rather is a reasonable amount that will compensate the Company in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, each of which amounts would otherwise be impossible to calculate with precision. In addition, if any Party fails to pay in a timely manner any amount due pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees), as applicable, then (i) such Party shall reimburse the other Party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Proceedings commenced and (ii) such Party shall pay to the other Party interest on the amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2%. Notwithstanding anything to the contrary in this Agreement, (A) upon payment of the Company Termination Fee pursuant to this Section 9.3 (Termination Fees), none of the Company, any of the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions and (B) upon payment of the Parent Termination Fee pursuant to this Section 9.3 (Termination Fees), none of Parent, any of the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fees. (a) The In the event that (A) (x) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) (and at the time of such termination a vote to obtain the Company Stockholder Approval has not been held) or Section 7.1(b)(iii), (y) prior to such termination, any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than Parent and its Subsidiaries, Affiliates and Representatives (on behalf of Parent), shall pay have publicly announced (and shall not have withdrawn or abandoned) an intention (whether or not conditional) to Parent make a fee equal Takeover Proposal (provided, that for purposes of this clause (a), any reference in the definition of Takeover Proposal to $3,500,000 20% shall be deemed a reference to 50%) or such Takeover Proposal has otherwise become publicly known, and (the “Company Termination Fee”) if: (iz) the Company terminates enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the date this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Dateis terminated, or there is otherwise consummated a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result form of a breach by the Company of a covenant in this Agreementtender offer, prior to the time of the breach giving rise to such terminationexchange offer or similar transaction, (B) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iii), or (xC) either this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then in any such event under clause (A), (B) or (C) of this Section 7.3(a), the Company shall pay to Parent the Company Termination Fee in cash. Any payment required to be made pursuant to clause (A) of this Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by the Takeover Proposal; any payment required to be made pursuant to clause (B) of this Section 7.3(a) shall be made to Parent promptly following (and in any event not later than two business days after) termination of this Agreement by Parent pursuant to such section; and any payment required to be made pursuant to clause (C) of this Section 7.3(a) shall be made to Parent prior to or simultaneously with (and as a condition to the effectiveness of) termination of this Agreement by the Company pursuant to Section 7.1(d)(ii). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (b) In the event that this Agreement is terminated by: (i) Parent pursuant to Section 7.1(c)(vi) or by the Company pursuant to Section 7.1(d)(iv), in each case as a result of a Financing Failure, then Parent shall pay to the Company the Parent Break Fee in cash, it being understood that in no event shall Parent to be required to pay the Parent Break Fee on more than one (1) occasion. If the Parent Break Fee becomes payable pursuant to this Section 7.3(b), it shall be paid no later than three (3) Business Days after the termination of this Agreement pursuant to Section 7.1(c)(vi) or Section 7.1(d)(iv), as the case may be, as provided herein; (ii) Parent or the Company pursuant to Section 9.01(b)(i7.1(b)(iv), then, provided that the Company Stockholder Approval shall have occurred, Parent shall pay to the Company the Parent Vote Down Fee in cash, it being understood that in no event shall Parent to be required to pay the Parent Vote Down Fee on more than one (1) occasion. If the Parent Vote Down Fee becomes payable pursuant to this Section 7.3(b), it shall be paid no later than three (but in 3) Business Days after the case termination of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iv). (c) In the proviso event that the Company shall fail to pay the Company Termination Fee when due, or Parent shall fail to pay the Parent Break Fee or Parent Vote Down Fee when due, as the case may be, such payment amount shall accrue interest for the period commencing on the date such payment amount became past due, at a rate equal to the prime lending rate from time to time during such period as published in the Wall Street Journal. In addition, if either party shall fail to pay such payment amount when due, such party shall also pay to such other party all of such other party’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such payment amount. Each of the Company and Parent acknowledges that the payment amounts and the other provisions of this Section 9.01(b)(i)7.3 are an integral part of the Transactions and that, without these agreements, neither the Company nor Parent would enter into this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, including Section 8.6, in circumstances where payment of the Company Termination Fee, the Parent Break Fee or the Parent Vote Down Fee, as the case may be, is required hereunder, a party’s right to receive payment of such fee (yand any interest and costs payable thereon) Parent pursuant to under this Section 9.01(c) 7.3 shall be the sole and exclusive remedy of such party and its Affiliates against the other party or any of their respective former, current or future stockholders, directors, officers, employees, representatives or Affiliates for any loss suffered as a result of the failure of the Merger to be consummated or for a breach by the Company of a covenant in this Agreementor failure to perform hereunder or otherwise, and (C) within twelve (12) months after upon payment of such termination, amount the Company consummates any Company Takeover Proposal party making such payment and its related persons shall have no further liability or obligation relating to or arising out of this Agreement or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummatedtransactions contemplated hereby.

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (In the “Company Termination Fee”) ifevent that: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Acquisition Proposal is publicly proposed or announced or shall have been made directly to its stockholders or any Person shall have publicly announced an intention to make an Company Acquisition Proposal, or a Company Acquisition Proposal shall have otherwise become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, prior to the time of the breach giving rise to such termination, (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c7.01(b)(i) as a result of a breach or Section 7.01(b)(iii) or by the Company of a covenant in this Agreement, Parent pursuant to Section 7.01(d)(i) and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into into, or submits to the stockholders of the Company for adoption, a definitive agreement with respect to any Company Takeover Acquisition Proposal, or consummates any Company Acquisition Proposal, within nine (9) months of the date this Agreement is terminated, which in each case, need not be the same Company Acquisition Proposal that shall have been publicly announced or made known at or prior to termination of this Agreement (provided that for purposes of clause (C) of this Section 7.02(a)(i), the references to “25%” in the definition of Company Acquisition Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is subsequently consummated.terminated by the Company pursuant to Section 7.01(c)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.01(d)(ii);

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) ifIf this Agreement is terminated: (i) by Parent pursuant to ‎Section 10.01(c)(i) or ‎Section 10.01(c)(iv) or by the Company terminates or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to ‎Section 10.01(c)(i) or Section 9.01(h10.01(c)(iv); (ii) by the Company or Parent terminates this Agreement pursuant to Section 9.01(d); (iii‎10.01(b)(i) (A) after without the Agreement DateCompany Stockholder Approval having been obtained), a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of by the Company or Parent pursuant to Section ‎10.01(b)(iii), or by Parent pursuant to Section ‎10.01(c)(iii) (without the Company Board, and such Company Takeover Proposal is not publicly withdrawn Stockholder Approval having been obtained or, if not publicly proposed or announced, communicated to such termination is after the Company Board or managementStockholder Approval has been obtained, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a willful breach by the Company of a covenant in this Agreement, Company) and: (A) at or prior to the time of termination of this Agreement, a Company Acquisition Proposal shall have been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the breach giving rise management or board of directors of the Company (in each case, and not publicly withdrawn), or any Person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to such termination, make a Company Acquisition Proposal; and (B) on or prior to the first (1st) anniversary of such termination of this Agreement Agreement: (1) a transaction relating to a Company Acquisition Proposal is terminated consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; or (xiii) either Parent or by the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i10.01(d)(ii)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to $3,500,000 (the “Company Termination Fee”) ifIf this Agreement is terminated: (i) the Company terminates this Agreement by Parent pursuant to Section 9.01(h10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); (ii) by the Company or Parent terminates this Agreement pursuant to Section 9.01(d); (iii10.01(b)(i) (A) after without the Agreement DateCompany Stockholder Approval having been obtained), a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of by the Company or Parent pursuant to Section 10.01(b)(iii), or by Parent pursuant to Section 10.01(c)(iii) (without the Company Board, and such Company Takeover Proposal is not publicly withdrawn Stockholder Approval having been obtained or, if not publicly proposed or announced, communicated to such termination is after the Company Board or managementStockholder Approval has been obtained, is not withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a willful breach by the Company of a covenant in this Agreement, Company) and: (A) at or prior to the time of termination of this Agreement, a Company Acquisition Proposal shall have been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the breach giving rise management or board of directors of the Company (in each case, and not publicly withdrawn), or any Person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to such termination, make a Company Acquisition Proposal; and (B) on or prior to the first (1st) anniversary of such termination of this Agreement Agreement: (1) a transaction relating to a Company Acquisition Proposal is terminated consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; or (xiii) either Parent or by the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i10.01(d)(ii)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 3,800,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not withdrawn withdrawn: (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer Offer; or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by by: (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) ); or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.

Termination Fees. (a) The Company shall pay to Parent a fee equal to of $3,500,000 2,600,000 (the “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(h); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to the Company Board or management, is not management has been withdrawn (x) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of the Offer or (y) in the case of this Agreement being subsequently terminated pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement), prior to the time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (C) within twelve (12) 12 months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated.