Common use of Additional Termination Fee Clause in Contracts

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meeting of such party's shareholders shall not have been (A) rejected by such party and its board of directors or (B) withdrawn by the third party, and (iii) within two and one-half years of any such termination described in clause (i) above, a Target Party (as defined herein) becomes a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 If (i) this Agreement Agreement (Ax) is terminated by any party pursuant to Section 10.1(eSECTION 9.1(e) or SECTION 9.1(f) or SECTION 9.1(g)(iii) or SECTION 9.1(h)(iii), (f) or (g), (By) 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 SECTION 4.13 and SECTION 5.13 and Section 6.13 or or (Cz) is terminated as a result of any such party's material breach of Section 8.4SECTION 7.4, and 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 with-respect to a Business Combination involving, such party or any of its Affiliates 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 and (B) withdrawn by the third party, and (iii) , within two and one-half years of any such termination described in clause termination, the party which was the subject of such offer or proposal (i) above, a Target Party (as defined hereinthe "TARGET PARTY") becomes a Subsidiary subsidiary of such offeror or a Subsidiary subsidiary of an Affiliate affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate affiliate thereof, then such Target Party (jointly and severally with its Affiliatesaffiliates), 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 Target Party becoming such a Subsidiary subsidiary or of such Business Combination, will pay to each other party (other than AMW) in cash such the other party's Participation Percentage of an aggregate termination fee equal to $25 million, if WPL LILCO is the Target Party, $25 75 million, and if IES BUG is the Target Party, or $12.5 45 million, if Interstate is the Target Party, in each case in cash plus, in each either case, the documented out-of-pocket fees and expenses incurred by each such non-breaching the other party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors advisors) arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement).

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-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 (i) this Agreement If (A) this Agreement (I) is terminated by any party pursuant to Section 10.1(e9.1(c) or Section 9.1(d), or B-1-44 54 (f) or (g), (BII) is terminated following a failure of the shareholders of by any one of the necessary parties party pursuant to grant the necessary approvals described in Section 4.13, Section 5.13 and Section 6.13 or (C9.1(f) or is terminated as a result of any a party's material breach of Section 8.46.5, and and (iiB) 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 Takeover Proposal with respect to a Business Combination involving, such party or any of its Affiliates Significant Subsidiaries which at the time of such termination or of the meeting of such party's shareholders shall not have been (AI) rejected by such party and its board of directors or directors, and (BII) withdrawn by the third partythird-party offeror, and and (iiiC) within two and one-half years of any such termination described in clause (iA) above, a the party or its Significant Subsidiary which is the subject of the Takeover Proposal (the "Target Party (as defined hereinParty") becomes a Subsidiary subsidiary of such third-party offeror or a Subsidiary subsidiary of an Affiliate affiliate of such third-party offeror or accepts a written offer to consummate or consummates a Business Combination with such third-party offeror or an Affiliate affiliate thereof, then such Target Party (jointly and severally third-party offeror, together with its Affiliates)affiliates, on the one hand, will, at the closing (and as a condition to the closing) of such Target Party so becoming such a Subsidiary subsidiary or of such Business Combination, will pay to each the other party (other than AMW) in cash such other party's Participation Percentage of an aggregate hereto a termination fee equal to $25 million55,000,000 in cash, 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, plus cash in each case, the an amount equal to all documented out-of-pocket expenses and fees and expenses incurred by each such non-breaching other party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors advisors) arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement). (ii) For purposes of this Agreement, a "Business Combination" shall mean any merger, sale of a material portion of assets or other business combination.