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<br />in the case of any update of such version with respect to"a given Third Party, other than the <br />initial notification, three days) of receipt of the Company's written notification of its <br />intention to enter into a binding agreement for a Superior Proposal, an offer that the board <br />of directors of the Company determines, in good faith after consultation with its financial <br />advisors, is at least as favorable to the shareholders of the Company as the Superior <br />Proposal; (C) the Company prior to such termination pursuant to this clause (ii) pays to <br />Parent in immediately available funds the fees required to be paid pursuant to Section 9.3(c); <br />(0) such termination takes place no later than the last day ofthe Initial Period (as it may be <br />extended under Section 5.5(b)); and (E) the Company shall have complied with Section 5.5 <br />in all material respects. The Company agrees to notify Parent promptly if its intention to <br />enter into a written agreement referred to in its notification shall change at any time after <br />giving such notification; or <br /> <br />(iii) the Ten Day Parent Weighted Average Stock Price is below $69.00 <br />($34.50 after the consummation of the Stock Split). <br /> <br />The party desiring to terminate this Agreement pursuant to this Section 9.1 (other <br />than pursuant to Section 9.1 (a)) shall give notice of such termination to the other party. <br /> <br />Section 9.2 Effect of Termination. If this Agreement is terminated pursuant to <br />Section 9.1, this Agreement shall become void and of no effect without liability of any party (or any <br />stockholder, director, officer, employee, agent, consultant or representative of such party) to the <br />other parties hereto, except that (a) the agreements contained in this Section 9.2 and in Section 9.3 <br />of this Agreement shall survive the termination hereof, and (b) no such termination shall relieve any <br />party of any liability or damages resulting from any willful breach by such party of this Agreement. <br /> <br />Section 9.3 <br /> <br />Fees and Expenses. <br /> <br />(a) Except as otherwise provided in this Section 9.3, all costs and expenses <br />incurred in connection with this Agreement shall be paid by the party incurring such cost or expense <br />whether or not the Merger is consummated. <br /> <br />(b) If this Agreement is terminated pursuant to Section 9.l(c)(i) or Section <br />9.1 (c )(ii) the Company shall pay to Parent a termination fee of Ninety- Two Million Five Hundred <br />Thousand Dollars ($92,500,000.00) in cash (the "Termination Fee"). <br /> <br />(c) If this Agreement is terminated pursuant to Section 9.1 (d)(ii), the Company <br />shall pay to Parent the Termination Fee. <br /> <br />(d) If (A) this Agreement is terminated pursuant to Section 9.1 (b)(iii), (B) prior <br />to the Company Shareholders' Meeting, an Acquisition Proposal is made by any Person (other than <br />Parent or an Affiliate of Parent) and not withdrawn prior to such meeting and (C) within nine months <br />of the Company Shareholders' Meeting, either (1) the Company or any other Company Entity enters <br />into an agreement with any Person (other than Parent or an Affiliate of Parent) with respect to an <br /> <br />AT1I90584-8 <br /> <br />50 <br />