Alternative Transaction Fee. The Company agrees that, from the date hereof through the Closing Date or the termination of this Agreement, whichever occurs first, it will not initiate, solicit, encourage, discuss, negotiate or accept any offers from any third party or indicate any interest to any third party with respect to (i) the sale of capital stock of the Company, (ii) the sale of all or substantially all of the assets of the Company, (iii) any merger or consolidation of the Company with any other person or (iv) any material financing transaction (each, an "Alternative Transaction"); provided, however, that the Company may, if the Board of Directors of the Company determines in good faith, based upon the advice of its outside legal counsel, that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties under applicable law, participate in discussions regarding any such Alternative Transaction and furnish information with respect to the Company and its Subsidiaries pursuant to a customary confidentiality agreement. The Company agrees to notify the Purchasers promptly if any third party contacts the Company regarding any Alternative Transaction and to provide to the Purchasers such information with respect thereto as the Purchasers request. In the event that (i) (x) the Company terminates this Agreement pursuant to Section 9.1 for any reason other than pursuant to Section 9.1(c), including the failure to obtain the Stockholder Approval, or (y) the Purchasers terminate this Agreement pursuant to Section 9.1 for any reason other than pursuant to Section 9.1(d), including the failure to obtain the Stockholder Approval, and (ii) the Company enters into any binding or non-binding term sheet, letter of intent or agreement relating to an Alternative Transaction within twelve (12) months after such termination and consummates an Alternative Transaction within twenty-four (24) months after such termination, then the Company shall pay an alternative transaction fee equal to $1,000,000 (the "Alternative Transaction Fee") within two Business Days after the consummation of such Alternative Transaction (the "Payment Date") to the Designated Purchasers, which are the Purchasers who executed the term sheet with the Company, dated January 14, 2003, relating to the transactions contemplated by this Agreement. Such Alternative Transaction Fee shall be paid to the Designated Purchasers pro rata with their respective commitments set forth in such term sheet. The Compa...
Alternative Transaction Fee. In the event that: (i) the Stock Purchase Agreement is terminated pursuant to Sections 10.1(g) or (h), (ii) in the case of a termination by SAC of the Stock Purchase Agreement, SAC shall not be in breach of any of its representations and warranties, covenants or agreements under the Stock Purchase Agreement such that the Company would not then be required to consummate the transactions contemplated by the Stock Purchase Agreement and (iii) within 90 days of the date of such termination, VERITAS enters into any agreement or agreements with respect to a Seller Acquisition Transaction, VERITAS shall, prior to or simultaneously with entering into any such agreement or agreements, pay to SAC (or its designees), $50 million in immediately available funds.
Alternative Transaction Fee. If, prior to December 31, 2006, the Companies or any of their respective Subsidiaries, shareholders, directors, officers, employees, attorneys, accountants, investment bankers (including Sheridan Road Capital Advisors),
Alternative Transaction Fee. If (a) this Agreement is terminated by the Issuers or the Purchaser for any reason and, within one hundred eighty (180) days after the date of such termination, any Company Party or Subsidiary enters into any agreement, transaction or understanding with any other Person relating to an Alternative Transaction, or (b) prior to the termination of this Agreement, any Company Party or Subsidiary enters into an agreement, transaction or understanding with any other Person relating to an Alternative Transaction, then, in either case, in addition to any damages due to the Purchaser for breach or violation of this Agreement or any other Investment Document by any Company Party and any costs, expenses, Losses or other amounts due under SECTION 8 or otherwise, the Issuers shall jointly and severally pay to the Purchaser an amount in cash equal to $500,000 (the "ALTERNATIVE TRANSACTION FEE,") which Alternative Transaction Fee shall compensate the Purchaser for the loss of opportunity in connection with the transactions contemplated by this Agreement. The Alternative Transaction Fee shall be due and payable to the Purchaser immediately upon the entering into of such agreement, transaction or understanding.
Alternative Transaction Fee. In the event any person or entity (other than the CVC Investors or their affiliates) enters into a definitive written agreement to acquire or acquires (including, without limitation, by merger, consolidation, reorganization, exchange offer, scheme of arrangement, amalgamation or otherwise, or a series of related transactions) more than 40% of the capital stock of the Company on or prior to December 31, 2014, upon the closing of such transaction or series of related transactions, the Company shall pay to CVC an amount equal to $26,250,000, less the amount of any expense reimbursement paid to CVC or GIC or any of their respective affiliates in connection with the Transactions.
Alternative Transaction Fee. If the transactions contemplated by this --------------------------- Agreement are not consummated for any reason and this Agreement is terminated, and, within six (6) months after such termination, the Company enters into any agreement, transaction or understanding with any other Person relating to an Alternative Transaction, then, in addition to any damages due to the Purchaser for breach or violation of this Agreement or any other Investment Document by the Company or any Guarantor, the Company shall pay to the Purchaser the amount of $300,000 (the "Alternative Transaction Fee"), which Alternative Transaction --------------------------- Fee shall compensate the Purchaser for the loss of opportunity in connection with the transactions contemplated by this Agreement and shall be due and payable to the Purchaser immediately upon the entering into of such agreement, transaction or understanding.
Alternative Transaction Fee. If instead of or in addition to a Transaction you complete an alternative transaction with our assistance, then ThinkEquity and the Company will negotiate in good faith the amount of the cash fee payable to ThinkEquity, which will take into account, among other factors, the results obtained and the custom and practice of nationally recognized investment banking firms acting in similar transactions.
Alternative Transaction Fee. If (a) this Agreement is terminated by the Company (for itself and/or the other Company Parties) or the Purchaser for any reason (other than as provided in the last sentence of this SECTION 12.4) and, within one hundred eighty (180) days after the date of such termination, any Company Party enters into any agreement, transaction or understanding with any other Person relating to an Alternative Transaction or a Permitted Alternative Transaction, or (b) prior to the termination of this Agreement, the Company or any of its Subsidiaries enters into an agreement, transaction or understanding with any other Person relating to an Alternative Transaction or a Permitted Alternative Transaction, then, in either case, in addition to any damages due to the Purchaser for breach or violation of this Agreement or any other Investment Document by the Company or any of its Subsidiaries and any costs, expenses, Losses or other amounts due under SECTION 8 or otherwise, the Company Parties shall jointly and severally pay to the Purchaser an amount in cash equal to $1,000,000 (the "ALTERNATIVE TRANSACTION FEE,") which Alternative Transaction Fee shall compensate the Purchaser for the loss of opportunity in connection with the transactions contemplated by this Agreement. The Alternative Transaction Fee shall be due and payable to the Purchaser immediately upon the entering into of such agreement, transaction or understanding. The Company Parties shall not be obligated to pay to the Purchaser the Alternative Transaction Fee if the Purchaser terminates this Agreement pursuant to SECTION 12.1(d).
Alternative Transaction Fee. 11.5 Notices........................................ 11.
Alternative Transaction Fee. As an inducement to the Bank and CVB to enter into this Agreement, if an Alternative Transaction is consummated prior to termination of this Agreement or at any time not more than 18 months following termination of this Agreement by the Bank, Citizens shall pay or cause the third party to any Alternative Transaction with Citizens to pay the Bank the sum of $1,000,000 promptly upon the consummation of an Alternative Transaction, which sum represents (i) the Bank's and CVB's direct costs and expenses (including but not limited to fees and expenses of financial or other consultants, printing costs, accountants and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreement, including the Bank's and CVB's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) the Bank's and CVB's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; and (iii) the Bank's and CVB's loss as a result of the transactions contemplated by this Agreement not being consummated. Any payment previously made by Citizens pursuant to Section 11.3(b) hereof shall be credited against any amount due under this Section.
