definiens: means : ( i ) the termination of this Agreement by [COMPANY] pursuant to Section 7.1(d)(ii ), in which case theTermination Fee shall be paid by [COMPANY] concurrent with the [COMPANY] Termination Fee Event ; ( ii ) the termination of this Agreement by [COMPANY] pursuant to Section 7.1(c)(i ), in which case theTermination Fee shall be paid by [COMPANY] within two ( 2 ) Business Days of the [COMPANY] TerminationFee Event ; or ( iii ) the termination of this Agreement by either [COMPANY] or [COMPANY] pursuant to Section 7.1(b)(i ) orSection 7.1(b)(ii ) or by [COMPANY] pursuant to Section 7.1(c)(iii ), if, in any of the foregoingcases, ( x ) prior to such termination, a [COMPANY] Acquisition Proposal shall have been publiclyannounced or made to [COMPANY] or the [COMPANY] Shareholders and has not been publicly withdrawnprior to the [COMPANY] Meeting and ( y ) within twelve ( 12 ) months following such termination, [COMPANY] orone or more of the [COMPANY] Subsidiaries shall have consummated any transaction in respect ofany [COMPANY] Acquisition Proposal ( provided, that for purposes of this clause ( iii ), the referencesto in the definition of [COMPANY] Acquisition Proposal shall be deemed to be references to ), in which case the Termination Fee shall be paid by [COMPANY] on the date ofconsummation of such transaction