Break Fee and Expenses Sample Clauses
The Break Fee and Expenses clause establishes the obligation for one party to pay a specified fee and/or reimburse certain costs if a transaction is terminated under defined circumstances. Typically, this clause applies when a deal falls through due to reasons such as a party withdrawing from negotiations or failing to meet agreed conditions, and it may cover legal, advisory, or administrative expenses incurred up to that point. Its core function is to compensate the non-breaching party for wasted time and resources, thereby discouraging frivolous withdrawals and ensuring that parties are serious about completing the transaction.
Break Fee and Expenses. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement. The Investor shall pay the legal fees associated with the Registration Statement (the “Registration Fees”). In consideration for entering into this Agreement, the Company is required to issue an initial 1,000,000 shares of common stock to an escrow agent mutually agreed upon by the parties hereto. Upon effectiveness of the Registration Statement, such shares shall immediately be returned to the Company by the applicable escrow agent. In the event (i) the Registration Statement is not declared effective within eighteen (18) months of the initial filing thereof, or (ii) there is a breach by the Company of any material terms of this Agreement, the Registration Rights Agreement or any related agreements, such shares shall be issued to the Investor by such escrow agent (each a “Break Event”).
Break Fee and Expenses. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby. In consideration for entering into this Agreement, the Company is required to issue an initial 300,000 shares of common stock to an escrow agent mutually agreed upon by the parties hereto. Upon effectiveness of the Registration Statement, such shares shall immediately be returned to the Company by the applicable escrow agent. In the event the Registration Statement is not declared effective within one (1) year of the initial filing thereof, such shares shall be issued to the Investor by such escrow agent.
Break Fee and Expenses. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement. The Investor shall pay the legal fees associated with the Registration Statement. In consideration for entering into this Agreement, the Company is required to issue an initial 1,500,000 shares of common stock to an escrow agent mutually agreed upon by the parties hereto. Upon effectiveness of the Registration Statement, such shares shall immediately be returned to the Company by the applicable escrow agent. In the event the Registration Statement is not declared effective within eighteen (18) months of the initial filing thereof, such shares shall be issued to the Investor by such escrow agent.
Break Fee and Expenses. 6.4.1 If:
6.4.1.1 Boomerang shall terminate this Agreement pursuant to Section 6.3.3.5, unless at the time of such termination, a Specified LoJack Event has occurred and is continuing;
6.4.1.2 LoJack shall terminate this Agreement pursuant to Section 6.3.3.3, unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, a Specified LoJack Event has occurred and is continuing; or
6.4.1.3 an Acquisition Proposal is publicly announced or otherwise communicated to Boomerang or the shareholders of Boomerang prior to approval of the Arrangement Resolution, the Boomerang Securityholders fail to approve the Arrangement at the Boomerang Meeting and such Acquisition Proposal or one that in all material respects is the same as such Acquisition Proposal, is completed within 12 months of the termination of this Agreement; then in each such case Boomerang shall pay to LoJack $3,000,000 (less expenses paid, if any, under Section 6.4.2) in immediately available funds to an account designated by LoJack. Such payment shall be due (A) in the case of a termination specified in Section 6.4.1.1, prior to the termination of this Agreement, (B) in the case of a termination specified in Section 6.4.1.2, within five Business Days after written notice of termination by LoJack or (C) in the case of a termination specified in Section 6.4.1.3, forthwith following the closing of the other Acquisition Proposal. Boomerang shall not be obligated to make more than one payment pursuant to this Section 6.4.1.
6.4.2 If LoJack terminates this Agreement under Section 5.1.2 because Boomerang has materially breached its obligations under Section 2.1 or Section 4.5, Boomerang shall (without prejudice to any other remedy LoJack may have in the circumstances) reimburse LoJack’s reasonable out-of-pocket expenses (including reasonable fees and disbursements of legal counsel), provided, however, for greater certainty, that no such reimbursement shall be payable if a break fee is payable under Section 6.4.1.
Break Fee and Expenses