Additional Termination Fee. If
(i) this Agreement
(A) is terminated by any party pursuant to Section 10.1(e), (f) or (g),
(B) is terminated following a failure of the shareholders of any one of the necessary parties to grant the necessary approvals described in Section 4.13, Section 5.13 and Section 6.13 or
(C) is terminated as a result of any party's material breach of Section 8.4, and
(ii) at the time of such termination or prior to the meeting of such party's shareholders there shall have been a third-party tender offer for shares of, or a third-party offer or proposal with respect to a Business Combination involving, such party or any of its Affiliates which at the time of such termination or of the meeting of such party's shareholders shall not have been (A) rejected by such party and its board of directors or (B) withdrawn by the third party, and
(iii) within two and one-half years of any such termination described in clause (i) above, a Target Party (as defined herein) becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate thereof, then such Target Party (jointly and severally with its Affiliates), at the closing (and as a condition to the closing) of such Target Party becoming such a Subsidiary or of such Business Combination, will pay to each other party (other than AMW) in cash such other party's Participation Percentage of an aggregate termination fee equal to $25 million, if WPL is the Target Party, $25 million, if IES is the Target Party, or $12.5 million, if Interstate is the Target Party, plus, in each case, the documented out-of-pocket fees and expenses incurred by each such non-breaching party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement).
Additional Termination Fee. If within six months of ESI’s receipt of the Termination Fee required by paragraph 3 of this Settlement Agreement, Zygo announces that its Board of Directors has approved a “Proposal,” then Zygo shall immediately wire to ESI, in accordance with the instructions in paragraph 2 of this Settlement Agreement, the amount of ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000.00) as an additional Termination Fee. If no such announcement is made within six months of ESI’s receipt of the Termination Fee, Zygo shall have no obligation to pay an additional Termination Fee. For purposes of this Section 4, a “
Additional Termination Fee. (i) If
(A) this Agreement
(I) is terminated by GPU pursuant to Section 9.01(c), or
(II) is terminated by FirstEnergy as a result of GPU's material breach of Section 5.05, and
(B) at the time of such termination or prior to the meeting of GPU's shareholders there shall have been a GPU Takeover Proposal which at the time of such termination or of the meeting of GPU's shareholders shall not have been
(I) rejected by GPU and its board of directors, and
(II) withdrawn by the third-party offeror, and
(C) within two and one-half years of any such termination described in clause (A) above, GPU or its Significant Subsidiary which is the subject of the GPU Takeover Proposal (the "Target Party") becomes a subsidiary of such third-party offeror or a subsidiary of an affiliate of such third-party offeror or accepts a written offer to consummate or consummates a Business Combination with such third-party offeror or affiliate thereof, then such third-party offeror, together with its affiliates, on the one hand, will, at the closing (and as a condition to the closing) of such Target Party so becoming a subsidiary or of such Business Combination, pay to FirstEnergy a termination fee equal to $145,000,000 in cash, plus cash in an amount equal to all documented out-of-pocket expenses and fees incurred by such other party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement.
Additional Termination Fee. In the event that the Merger Agreement is terminated (x) by Parent pursuant to Section 8.4(a) (or 6.2) of the Merger Agreement or (y) by the Company pursuant to Section 8.3(b)(i) or (iii) of the Merger Agreement, or (z) by the Company or Parent pursuant to Section 8.2(e) of the Merger Agreement, then, within two business days following the written request of the Company, Parent shall pay to the Company by wire transfer of immediately available funds the amount, if any, by which (1) 0.199 multiplied by the number of shares of Common Stock, par value $1.25 per share, of Parent ("Parent Common Stock"), outstanding at the close of business on the business day immediately prior to such termination (such date, the "Determination Date") multiplied by the average daily closing price of Parent Common Stock on the New York Stock Exchange (the "NYSE") on the ten NYSE trading days ending on the Determination Date, as reported in the New York City edition of The Wall Street Journal, exceeds (2) $719,870,422; provided that the amount payable pursuant to this Agreement shall not exceed $20,000,000. Parent agrees that if Parent fails to promptly pay the amount payable pursuant to this Agreement and, in order to obtain such payment, the Company commences a suit which results in a judgment against Parent for such payment, Parent shall pay to the Company its costs and expenses (including attorneys' 2 fees) in connection with such suit, together with interest on the amount of such payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.
Additional Termination Fee. Upon the Employee’s accession to the category of senior executives in April 2017, it was planned between the parties that the paid leave acquired and in the process of being acquired before that date, i.e. 27.5 days, would be compensated. It is therefore provided that in the event of termination of his employment contract for any reason whatsoever, and regardless of the party taking the initiative, the Employee will benefit, in addition to the compensation that may be legally due, from a special indemnity equal to €12,773 (twelve thousand seven hundred and seventy three euros) gross corresponding to the total gross value of these 27.5 days of leave. This compensation is known as the “Additional termination fee” and will be paid to the Employee with his last payslip. Since the date of termination of the employment contract may be a long way in the future, it is expressly provided that, for each full year elapsed, the amount of this fee will be revalued by an amount proportional to the change in the INSEE consumer price index recorded between 1 April 2017 and the date of termination.
Additional Termination Fee. (i) If (A) this Agreement
(I) is terminated by GPU pursuant to Section 9.01(c), or
(II) is terminated by FirstEnergy as a result of GPU's material breach of Section 5.05, and
Additional Termination Fee. If this Agreement is terminated by -------------------------- the MSC Parties pursuant to Section 7.5(c), the MSC Parties shall pay the Bekaert Parties a termination fee equal to Five Million US Dollars (US $5,000,000) in cash, in full compensation to the Bekaert Parties for the consequences suffered thereby.
Additional Termination Fee. (i) If (A) this Agreement (w) is -------------------------- terminated by LG&E Energy pursuant to Section 9.1(e), (x) is terminated by KU Energy pursuant to Section 9.1(g)(iii), (y) is terminated pursuant to Section 9.1(c) following a failure of the shareholders of LG&E Energy to grant the necessary approvals described in Section 5.13 (provided that the shareholders of KU Energy shall not also have failed to grant the necessary approvals described in Section 4.13) or (z) is terminated as a result of LG&E Energy's material breach of Section 7.4, and (B) at the time of such termination or prior to the meeting of LG&E Energy's shareholders there shall have been a third-party tender offer for shares of, or a third-party offer or proposal with respect to a Business Combination involving, LG&E Energy or any of its affiliates which at the time of such termination or of the meeting of LG&E Energy's shareholders shall not have been (1) rejected by LG&E Energy and its board of directors and (2) withdrawn by the third-party, and (C) within two and one-half years of any such termination described in clause (A) above, LG&E Energy or its affiliate which is the subject of the tender offer or offer or proposal with respect to a Business Combination (the "LG&E Energy Target Party") becomes a subsidiary of such offeror or a subsidiary of an affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or affiliate thereof, then such LG&E Energy Target Party (jointly and severally with its affiliates), upon the signing of a definitive agreement relating to such a Business Combination, or, if no such agreement is signed, then at the closing (and as a condition to the closing) of such LG&E Energy Target Party becoming such a subsidiary or of such Business Combination, will pay to KU Energy a termination fee equal to $50 million in cash plus the out-of- pocket fees and expenses incurred by KU Energy (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement).
(ii) If (A) this Agreement (w) is terminated by KU Energy pursuant to Section 9.1(f), (x) is terminated by LG&E Energy pursuant to Section 9.1(h)(iii), (y) is terminated pursuant to Section 9.1(c) following a failure of the shareholders of KU Energy to grant the necessar...
Additional Termination Fee. 55 (c) Expenses . . . . . . . . . . . . . . . . . . . . . 55 Section 9.4 Amendment . . . . . . . . . . . . . . . . . . 56 Section 9.5 Waiver . . . . . . . . . . . . . . . . . . . . 56 ARTICLE X - GENERAL PROVISIONS . . . . . . . . . . . . . . . 57
Additional Termination Fee. If --------------------------
(i) this Agreement
(A) is terminated by UPEN pursuant to Section ------- 9.1(e), ------
(B) is terminated following a failure of the shareholders of UPEN to grant the necessary approvals dexxxxbed xx Xxction 5.13 or ------------
(C) is terminated as a result of UPEN's material breach of Section 7.4, and -----------
(ii) at the time of such termination or prior to the meeting of UPEN's shareholders there shall have been a third-party tender offer for shares of, or a third-party offer or proposal with respect to a Business Combination involving, UPEN or any of its Affiliates which, at the time of such termination or of the meeting of UPEN's shareholders, shall not have been (A) rejected by UPEN and its board of directors or (B) withdrxxx by the third party, and
(iii) within two and one-half years of any such termination described in clause (i) above, UPEN becomes a Subsidiary of such offeror or x Xxbsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate thereof, then UPEN (jointly and severally with its Affiliates), at the closing (and as a condition to the closing) of UPEN becoming such a Subsidiary or of such Buxxxxss Combination, will pay to WPS in cash an aggregate termination fee of $3,000,000 if the termination shall have occurred on or before January 10, 1998; $4,500,000 if the termination shall have occurred after January 10, 1998, and on or before July 10, 1998; and $6,000,000 if the termination shall have occurred at any time after July 10, 1998.
