definiens: shall have the meaning assigned tosuch term in Section 6.5(f ), except that the references to shall be deemed to be referencesto ; ( B)this Agreement is terminated by Parent pursuant to Section 8.1(c)(i ) or Section 8.1(c)(iii ) orSection 8.1(c)(iv ) ; or ( C)this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii);then the Company shall pay Parent a fee equal to $ 1,000,000 ( one million dollars ) ( the ) by wiretransfer of same - day funds ( x ) upon the earlier of the entry into a definitive agreement with respect to a CompanyTakeover Proposal or the consummation of a Company Takeover Proposal in the case of a termination in connectionwith a termination described in clause ( A ), ( y ) within five ( 5 ) Business Days after termination in the case of atermination described in clause ( B ), or ( z ) on the date of termination of this Agreement in the case of a terminationdescribed in clause ( C ) ; provided, that in no event shall the Company be required to pay the Termination Fee on morethan one occasion