Termination Fees

 

The Company will be required to pay to Parent a termination fee equal to $230,455,000 (the "Company Termination Fee"):

 

·    If (A) the Merger Agreement is validly terminated (i) by either Parent or the Company for failure to obtain the Company Shareholder Approval or (ii) by either Parent or the Company for failure to consummate the Merger by the Outside Date, (B) following the execution and delivery of the Merger Agreement and prior to the Company Shareholder Meeting, a bona fide Competing Proposal is delivered to the Board, or any person publicly announces an intention (whether or not conditional) to make a Competing Proposal, and such Competing Proposal has not been withdrawn without qualification (x) at least five business days prior to such termination for failure to consummate the Merger by the Outside Date or (y) in the case of a termination for failure to obtain the Company Shareholder Approval, at least three business days prior to the Company Shareholder Meeting; and (C) concurrently with or within 12 months after the date of any such termination, the Company or any of its subsidiaries enters into a definitive agreement to effect a Competing Proposal with any person and such Competing Proposal is subsequently consummated (with references to 20% and 80% in the definition of Competing Proposal being deemed references to 50% for purposes of this bullet point);
 

·    If the Merger Agreement is validly terminated by Parent, as a result of the Board effecting a Change of Company Recommendation; or

 

·    If the Merger Agreement is validly terminated by the Company, to enter into a definitive agreement providing for a Superior Proposal.
 

Further, Parent is required to pay to the Company a termination fee equal to $576,140,000 (the "Parent Termination Fee"):

 

·    If the Merger Agreement is validly terminated by either the Company or Parent if the Merger has not occurred by the Outside Date if all of the mutual closing conditions and all of the additional closing conditions to Parent’s obligation to close have been satisfied or waived (or are capable of being satisfied at such time) other than the conditions that relate to the scheduled antitrust or investment screening law approvals; or
 

·    If the Merger Agreement is validly terminated by either the Company or Parent due to any governmental entity in any jurisdiction in which Parent or the Company has material business operations issues an order, injunction or decree related to any antitrust law or investment screening law permanently enjoining or otherwise permanently prohibiting the Merger, and such order, injunction or decree becomes final and non-appealable;
 

provided, that in the case of each bullet above, the Parent Termination Fee will not be payable if a failure by the Company to perform any of its obligations contained in the Merger Agreement is the principal cause of or resulted in (i) the failure to consummate the Merger by the Outside Date or (ii) the order, injunction or decree giving rise to such termination, as applicable.