Company Payment. The Company shall make reasonable calculations of Weekly Benefits and pay such benefits based on the best information in its possession and obtained from the state system.
Company Payment. (1) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(f), then the Company shall pay Parent a termination fee of $11.8 million (the “Company Termination Fee”) within three (3) Business Days of such termination.
Company Payment. Notwithstanding any other provision of this Section 9, if (i) there is a reduction in the payments to an Executive as described in this Section 9, (ii) the IRS later determines that the Executive is liable for the Excise Tax, the payment of which would result in the maximization of the Executive’s net after-tax proceeds (calculated as if the Executive’s benefits had not previously been reduced), and (iii) the Executive pays the Excise Tax, then the Company shall pay to the Executive those payments which were reduced pursuant to this Section 9 as soon as administratively possible after the Executive pays the Excise Tax so that the Executive’s net after-tax proceeds with respect to the Payments are maximized.
Company Payment. (i) If (A) this Agreement is validly terminated pursuant to (I) Section 7.1(c) or (II) Section 7.1(d); (B) an Acquisition Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned prior to the date of the Company Meeting; and (C) within one year following the termination of this Agreement pursuant to the preceding clause (A), the Company enters into an Alternative Acquisition Agreement providing for the consummation of any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal (an “Acquisition Transaction”), or the Company consummates an Acquisition Transaction, then the Company will concurrently with the earlier of (x) the signing of the applicable Alternative Acquisition Agreement or (y) the consummation of an Acquisition Transaction, pay to the Parent an amount equal to $15,768,265 (the “Company Termination Fee”), in accordance with the payment instructions provided to the Company by the Parent. For purposes of this Section 7.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”.
Company Payment. The Company shall pay to Parent a cash amount equal to $24,618,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 8.1(g), (ii) pursuant to Section 8.1(h), (iii) pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(f) (where the breach or failure to perform by the Company was willful and material) following the occurrence of a Triggering Event or (iv) pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(f) (where the Company’s breach or failure to perform was willful and material) and (A) following the Agreement Date and prior to such termination, either in the case of Section 8.1(c) an Acquisition Proposal with respect to the Company became publicly known or, in the case of Section 8.1(b) and Section 8.1(f), an Acquisition Proposal shall have been communicated to the Company Board, and in each of such cases, such Acquisition Proposal has not been unconditionally withdrawn prior to such termination and (B) within 12 months following the termination of this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a Contract providing for an Acquisition Transaction, which is subsequently consummated (regardless of when such consummation occurs). For purposes of this Section 8.3(b) all percentages in the definition of Acquisition Transaction will be deemed to be references to 50%. The Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or clause (iii), one Business Day after the date of such termination, (B) for a termination described in clause (ii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), the date of the consummation of such Acquisition Transaction.
Company Payment. The Company shall pay to Parent a cash amount equal to $120,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent would have been entitled to terminate pursuant to Section 7.1(g), (iii) pursuant to Section 7.1(h) or (iv) pursuant to either Section 7.1(b) (prior to the Company receiving the Company Stockholder Approval), Section 7.1(d) or Section 7.1(f) and, in the case of this clause (iv), (A) after the Agreement Date and prior to such termination, an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn, and (B) within 12 months following the termination of this Agreement, either an Acquisition with respect to the Company is consummated or the Company enters into a Contract providing for an Acquisition that is subsequently consummated (even if consummated following such 12-month period). The Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or (ii), within two Business Days after the date of such termination, (B) for a termination described in clause (iii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), within two Business Days after the date of the consummation of such Acquisition.
Company Payment. (i) If this Agreement is terminated pursuant to Section 7.1(c)(iii) or Section 7.1(d)(iii) of this Agreement, the Company shall pay to Parent a cash fee equal to $100,000,000 (the “Termination Fee”) in immediately available funds concurrent with such termination.
Company Payment. The Company shall make reasonable calculations of Weekly Benefits and pay such benefits provided an Employee provides ongoing documentation establishing his/her eligibility for such benefits.
Company Payment. Xxxxx acknowledges receipt from CTIG of Ninety-Nine Thousand Five Hundred Eighty Four and 12/100 Dollars ($99,584.12). Xxxxx acknowledges and agrees that all board and other fees that would have been earned by Xx. Xxxxx after the date hereof if he continued to serve the balance of his term as a director of CTIG have been paid in full.
Company Payment. In the event that this Agreement is terminated (i) pursuant to either Section 7.1(g) or Section 7.1(h), or (ii) as a result of the failure of the Company to obtain the Company Stockholder Approvals if (A) prior to such termination, an Acquisition Proposal with respect to the Company was publicly disclosed and (B) within 12 months following the termination of this Agreement, either an Acquisition (as defined in Section 7.3(d)) with respect to the Company is consummated, or the Company enters into a Contract providing for an Acquisition, then the Company shall pay to Parent a fee equal to $3,400,000 in immediately available funds promptly but in no event later than: two Business Days after the date of such termination, if terminated pursuant to Section 7.1(g); concurrently with such termination, if terminated pursuant to Section 7.1(h); or two Business Days after the earlier of the entry into such Contract providing for an Acquisition or the consummation of such Acquisition, if terminated pursuant to clause (ii) above.
