definiens: means ( i ) if Parent has elected to extend the Outside Date pursuant to Section8.01(b)(i ), the termination of the Agreement occurs after the Initial Outside Date and on or before the date that is thirty(30 ) calendar days after the Initial Outside Date, and the failure of the Acceptance Time to occur on or before suchtermination date was not primarily the result of a material breach of this Agreement by the Company, $ 105,000,000,(ii ) if Parent has elected to extend the Outside Date pursuant to Section 8.01(b)(i ), the termination of the Agreementoccurs after the date that is thirty ( 30 ) calendar days after the Initial Outside Date and on or before the date this issixty ( 60 ) calendar days after the Initial Outside Date, and the failure of the Acceptance Time to occur on or beforesuch termination date was not primarily the result of a material breach of this Agreement by the Company,$195,000,000, ( iii ) if Parent has elected to extend the Outside Date pursuant to Section 8.01(b)(i ), the termination ofthe Agreement occurs after the date that is sixty ( 60 ) calendar days after the Initial Outside Date, and the failure ofthe Acceptance Time to occur on or before such termination date was not primarily the result of a material breach ofthis Agreement by the Company, $ 285,000,000 or ( iv ) in all other circumstances, $ 0