Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March 28, 2025 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) of the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March 28on or prior to November 21, 2025 or 2020 (unless such date is extended pursuant to the payment of the sum of $575,000 as contemplated in Section 3.3(g) above to continue the time period for Purchaser to complete a later date as extended by the Purchaser under Section 6.9 above, business combination) due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a12.2 (a) or Section 12.3(a12.3 (a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Three Million Seven Hundred and Fifty Thousand U.S. Dollars ($2,000,000) ( 3,750,000), plus all expenses up to $100,000 actually incurred by or on behalf of the Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including, without limitation, any related SEC filings and the Proxy Statement (such aggregate amount, the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice the amount of such termination expenses, along with reasonable documentation in accordance with connection therewith. (b) Notwithstanding anything to the contrary in this Agreement.” The First Amended Merger , the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Break- Up Fee is payable under this Section 12.5, the payment of such Break-Up Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser or its Affiliates would otherwise be entitled to assert against the Company, Shareholders’’ Representative or their Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser or its Affiliates, provided, that the foregoing shall not be modified by limit (A) the Company, Shareholders’ Representative or their Affiliates from Liability for any fraud claim relating to events occurring prior to termination of this Amendment Agreement or (B) the rights of the Purchaser to seek specific performance or other injunctive relief in any respect except as expressly set forth hereinlieu of terminating this Agreement. This Amendment Purchaser’s right to receive the Break-Up Fee may be executed assigned by Purchaser to its then existing stockholders in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpartits sole discretion.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March September 28, 2025 2024 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger (b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Break- Up Fee is payable under this Section 12.5, the payment of such Break-Up Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser or its Affiliates would otherwise be entitled to assert against the Company, Shareholders’ Representative or their Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser or its Affiliates, provided, that the foregoing shall not be modified by limit (A) the Company, Shareholders’ Representative or their Affiliates from Liability for any fraud claim relating to events occurring prior to termination of this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and Agreement or (B) the same agreement and shall become effective when counterparts have been signed by each rights of the parties and delivered Purchaser to the seek specific performance or other parties, it being understood that all parties need not sign the same counterpartinjunctive relief in lieu of terminating this Agreement.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, or (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March 28May 21, 2025 2021 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 2019 Financial Statements and/or 2022 or 2023 2020 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Fifteen Million U.S. Dollars ($2,000,00015,000,000) ( the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger (b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Break- Up Fee is payable under this Section 12.5, the payment of such Break-Up Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser or its Affiliates would otherwise be entitled to assert against the Company, Shareholders’ Representative or their Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser or its Affiliates, provided, that the foregoing shall not be modified by limit (A) the Company, Shareholders’ Representative or their Affiliates from Liability for any fraud claim relating to events occurring prior to termination of this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and Agreement or (B) the same agreement and shall become effective when counterparts have been signed by each rights of the parties and delivered Purchaser to the seek specific performance or other parties, it being understood that all parties need not sign the same counterpartinjunctive relief in lieu of terminating this Agreement.

Break-Up Fee. In the event that, notwithstanding the execution of this Agreement, (a) Notwithstanding The Seller sells, or agrees to sell, or the provisions aboveBankruptcy Court approves any sale of, all or substantially all of the Assets or any material portion of any of the three (3) principal business segments included in the Business to any person or entity other than with respect 50 the Purchaser or any of its affiliated companies and such sale closes on or prior to December 31, 1999; provided, however, that if this Agreement terminates by reason of a material breach by the Purchaser of its obligations under this Agreement, the Break-Up Fee (as defined below) will not be payable; or (b) This Agreement is terminated by the Purchaser pursuant to Section 16.1(a)(ii) or by the Seller pursuant to Section 16.1(a)(iii) or if this Agreement terminates pursuant to Section 16.1(b) other than by reason of a material breach by the Purchaser of its obligations under this Agreement; provided, however, that if, prior to or at the time of such termination or within 30 days thereof (provided that the Seller has made a motion to that effect not later than five business days of such termination), the Seller has assumed the Distribution Agreement and such assumption has been approved by the Bankruptcy Court pursuant to an order of the Bankruptcy Court, the Break-Up Fee will not be payable unless a sale described in Section 10.3(a) occurs; or (c) This Agreement is terminated (i) by either the Purchaser or the Seller pursuant to Section 16.1(a)(iv), (ii) by the Purchaser because of a failure to satisfy the condition to close set forth in part 2 of Schedule 12.6 or (iii) by the Seller pursuant to Section 16.1(a)(iii) where the delay in closing results from the failure of: of the Seller, despite its best efforts, to satisfy the condition set forth in part 2 of Schedule 12.6; provided, however, that if, prior to or at the time of such termination or within 30 days thereof (1provided that the Seller has made a motion to that effect not later than five business days of such termination), the Seller has assumed the Distribution Agreement and such assumption has been approved by the Bankruptcy Court pursuant to an order of the Bankruptcy Court, the Break-Up Fee will not be payable unless a sale described in Section 10.3(a) occurs. then, following any such event, the SEC to provide Seller promptly will pay to the Purchaser its notice of no further comments a fee (the "BreakUp Fee") equal to the Proxy Statement, sum of (2i) Nasdaq to complete the review required for the Merger and to approve the listing; or three percent (3%) of the Purchaser to take the actions to comply with the obligations Purchase Price (as set forth in Section 6.9 above2.1, but not subject to any of the adjustments provided for in Sections 2.1(c) and 2.5-2.7), and (ii) all of the event that reasonable out-of-pocket expenses (iincluding, but not limited to, attorneys' and accountants' fees) the Closing does not take place by March 28, 2025 or a later date as extended incurred by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 whether prior or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable subsequent to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination execution of this Agreement but not after the submission of a bid referred to in Section 10.1(a)(ii)(2)) in connection with the transactions contemplated by this Agreement up to a maximum of $250,000 (the Purchaser pursuant "Expenses"); provided, however, that in the case of an event described in Section 10.3(c) and if the proviso to Sections 12.2(aSection 10.3(c) or Section 12.3(a)has been satisfied, then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Up Fee”). The Break-Up Fee will instead be equal to the sum of (A) three percent (3%) of the amount actually received by the Seller for the Assets or any portions thereof sold in one or more transactions prior to December 31, 1999, which amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice Seller promptly upon the Seller's receipt of such termination in accordance with this Agreementamount and (B) the Expenses.” The First Amended Merger Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Break-Up Fee. In the event that (a) Notwithstanding the provisions abovethis Agreement is terminated, other than with respect by reason of termination due to fraud of WEC as described in Section 9.6, and, within 18 months of the failure of: date of this Agreement, the Company enters into an agreement for, or otherwise consummates, any of the transactions described in Section 6.12, or (1b) the SEC to provide to Company's shareholders do not approve this Agreement and the Purchaser its notice of no further comments to the Proxy StatementMerger, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3c) this Agreement is terminated by WEC pursuant to Section 9.5(e), or (d) this Agreement is terminated by the Purchaser Company pursuant to take Section 9.5(f), then, in each case the actions Company shall immediately advise WEC in writing and, further, shall pay to comply with WEC, on demand, the obligations sum of Four Million United States Dollars (US$4,000,000) in immediately available funds, as set forth in Section 6.9 aboveliquidated damages. In addition, in the event that (i) the Closing does not take place by March 28occur prior to December 31, 2025 or 1998 due to a later date as extended breach by the Purchaser under Section 6.9 above, due Company or WEC of its respective obligations to any material delay (including satisfy the failure of the Company conditions to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination closing set forth in Article VII of this Agreement by Agreement, the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company party which so breaches shall pay to the Purchaser non-defaulting party, on demand, the sum of Four Million United States Dollars (US $4,000,000) in immediately available funds, as liquidated damages; PROVIDED, HOWEVER, that in the case of WEC, neither WEC, WIC nor any other member of the WEC Group shall be required to pay a break-up fee if the failure to close is due to any of the following: (i) there shall have occurred a material adverse change in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Up Fee”). The Break-Up Fee shall be paid by wire transfer financial condition, results of immediately available funds to an account designated operations or business of the Company from the date of this Agreement through the Closing Date, as determined in writing good faith by the Purchaser within five board of directors of WEC; (5ii) Business Days after the Purchaser delivers to Department of Justice and/or the Company Federal Trade Commission has not given written notice of such termination the expiration of the waiting period under the HSR Act or has notified the Company or WEC of its or their intention to take action to stop or delay the Merger; (iii) there shall be pending or threatened litigation, or other proceeding or similar action (other than R.O.C. governmental approval) seeking to enjoin or otherwise stop or delay the Merger or (iv) there shall have been an uncured breach by the Company of its representations, warranties, covenants or agreements set forth in accordance with this Agreement.” The First Amended Merger Agreement or the Company or its agents or shareholders shall have failed to satisfy a condition precedent to WEC's obligations to close; and, in the case of the Company, the Company shall not be modified required to pay a break-up fee if the failure to close is due to any of the following: (i) the Department of Justice and/or the Federal Trade Commission has not given written notice of the expiration of the waiting period under the HSR Act or has notified the Company or WEC of its or their intention to take action to stop or delay the Merger; (ii) there shall be pending or threatened litigation, or other proceeding or similar action seeking to enjoin or otherwise stop or delay the Merger; or (iii) there shall have been an uncured breach by this Amendment in any respect except as expressly WEC of its representations, warranties, covenants or agreements set forth herein. This Amendment may be executed in counterparts, all of which this Agreement or WEC or its agents shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered failed to satisfy a condition precedent to the other parties, it being understood that all parties need not sign the same counterpartCompany's obligation to close.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March 28, 2025 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger (b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Break-Up Fee is payable under this Section 12.5, the payment of such Break-Up Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser or its Affiliates would otherwise be entitled to assert against the Company, Shareholders’ Representative or their Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser or its Affiliates, provided, that the foregoing shall not be modified by limit (A) the Company, Shareholders’ Representative or their Affiliates from Liability for any fraud claim relating to events occurring prior to termination of this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and Agreement or (B) the same agreement and shall become effective when counterparts have been signed by each rights of the parties and delivered Purchaser to the seek specific performance or other parties, it being understood that all parties need not sign the same counterpartinjunctive relief in lieu of terminating this Agreement.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that (i) the Closing does not take place by March 2823, 2025 2024 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger (b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Break- Up Fee is payable under this Section 12.5, the payment of such Break-Up Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser or its Affiliates would otherwise be entitled to assert against the Company, Shareholders’ Representative or their Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser or its Affiliates, provided, that the foregoing shall not be modified by limit (A) the Company, Shareholders’ Representative or their Affiliates from Liability for any fraud claim relating to events occurring prior to termination of this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and Agreement or (B) the same agreement and shall become effective when counterparts have been signed by each rights of the parties and delivered Purchaser to the seek specific performance or other parties, it being understood that all parties need not sign the same counterpartinjunctive relief in lieu of terminating this Agreement.

Break-Up Fee. (a) Notwithstanding the provisions above, other than with respect to the failure of: (1) the SEC to provide to the Purchaser its notice of no further comments to the Proxy Statement, (2) Nasdaq to complete the review required for the Merger and to approve the listing; or (3) the Purchaser to take the actions to comply with the obligations as set forth in Section 6.9 above, in the event that that (i) the Closing does not take place by March 28, 2025 or a later date as extended by the Purchaser under Section 6.9 above, due to any material delay (including the failure of the Company to deliver the 2021 Financial Statements and/or 2022 or 2023 Financial Statements and/or Acquisition Target Company Audited Financials pursuant to Section 7.9 hereof) (provided such delay does not cause the Purchaser to liquidate under the SPAC Agreements) caused by or any reason directly attributable to the Company, any member of the Company Group or Shareholders’ Representative, or (ii) there is a valid and effective termination of this Agreement by the Purchaser pursuant to Sections 12.2(a) or Section 12.3(a), then the Company shall pay to the Purchaser a break-up fee in cash equal to Two Million U.S. Dollars ($2,000,000) ( the “Break- Break-Up Fee”). The Break-Up Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the Purchaser delivers to the Company written notice of such termination in accordance with this Agreement.” The First Amended Merger Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.