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.
(2) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), (B) an Acquisition Proposal had been made publicly or privately to the Company after the date hereof and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee.
(3) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), (B) an Acquisition Proposal had been publicly announced prior to the Company Stockholders’ Meeting and not withdrawn prior to the date of such meeting and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee.
(4) In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(h), (B) an Acquisition Proposal had been made publicly or privately to the Company prior to the occurrence of the breach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee.
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.
(ii) If this Agreement is terminated pursuant to Section 7.1(b)(iii) and (x) at least three (3) days prior to the Company Stockholders’ Meeting, a proposal for an Acquisition with respect to the Company has been publicly disclosed and which is not withdrawn, and (y) within 12 months following the termination of this Agreement pursuant to Section 7.1(b)(iii), an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) is consummated or the Company enters into a definitive agreement or letter of intent with respect to an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) and such Acquisition is subsequently consummated, then promptly, but in no event later than two (2) Business Days after the consummation of such Acquisition, the Company shall pay to Parent a cash fee equal to the Termination Fee in immediately available funds; provided that if at the time this Agreement is terminated pursuant to Section 7.1(b)(iii), a Triggering Event has occurred, such termination shall be deemed to be pursuant to Section 7.1(c)(iii) and Section 7.3(b)(i) shall apply instead of this Section 7.3(b)(ii). For the avoidance of doubt, in no event shall the Company be obligated to pay to Parent more than one Termination Fee under this Agreement.
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) In the event that this Agreement is terminated pursuant to Section 9.1(g), within five (5) Business Days after demand by Merger Sub, the Company shall pay to Merger Sub a fee equal to NT$343,182,610 (the "Termination Fee Amount") by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub.
(ii) In the event that this Agreement is terminated pursuant to Section 9.1(e), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Merger Sub a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub.
(iii) The Company shall pay to Merger Sub a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub, within five (5) Business Days after demand by Merger Sub, in the event that (A)(1) this Agreement is terminated pursuant to Section 9.1(b)(i) or Section 9.1(c) (other than the termination is due to the non-satisfaction of conditions set forth in Section 8.1(c), (d), (e), or due to termination by Company as permitted by Sections 8.1 (g) and (h) ) or (2) this Agreement is terminated pursuant to Section 9.1(f), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) (for purposes of this Section 9.3(b)(iii), the references to "10%" in the definition of "Acquisition Transaction" shall be deemed to be a reference to "50%.")
Company Payment. The Company shall pay to Parent a cash amount equal to $56,000,000 (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, a bona fide Acquisition Proposal with respect to the Company was publicly disclosed and not publically 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. 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.
Company Payment. In the event that this Agreement is terminated (i) pursuant to Section 7.1(g), or (ii) pursuant to either Section 7.1(b) or 7.1(d) and (A) prior to such termination, an Acquisition Proposal with respect to the Company was made, publicly disclosed, or consummated 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 definitive agreement providing for an Acquisition, then, in each case, the Company shall pay to Parent a fee equal to $4,125,000 by wire transfer of same-day funds on the date of termination of this Agreement (except that in the case of termination pursuant to clause (ii) shall be made on the date of execution of such definitive agreement providing for an Acquisition or, if earlier, consummation of the Acquisition).
Company Payment. Company shall deliver to Buyer the Company Payment;
