Company Termination Payment Event Clause Samples

Company Termination Payment Event. In the event that: (a) this Agreement is terminated by either Party pursuant to Section 7.2(b)(i) and prior to such termination a Company Acquisition Proposal (other than a Company Superior Proposal for which a Company Change in Recommendation has occurred) is or has been publicly announced, proposed, disclosed, offered or made by any Person other than Triple Flag or its affiliates and not withdrawn and within twelve months following the date of such termination: (i) the Company Board recommends any Company Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such twelve-month period); (ii) the Company enters into a binding definitive agreement in respect of any Company Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such twelve-month period); or (iii) any Company Acquisition Proposal is consummated; provided that for purposes of this Section 6.3(a), the term “Company Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that each reference to “20%” therein shall be deemed to be a reference to “50%”; or (b) this Agreement is terminated by Triple Flag pursuant to Section 7.2(b)(i) and at any time prior to such termination a Company Change in Recommendation has occurred; or (c) this Agreement is terminated by Triple Flag pursuant to Section 7.2(c)(ii); or (d) this Agreement is terminated by Triple Flag pursuant to Section 7.2(c)(iii), then the Company shall pay to Triple Flag in any of the circumstances set forth in Sections 6.3(b), 6.3(c) or 6.3(d), at the time of the termination of this Agreement, and, in the circumstances set forth in Section 6.3(a), within one day following the completion of such Company Acquisition Proposal, an amount in cash equal to US$24,000,000 (the “Company Termination Payment”), in immediately available funds. In no event shall the Company be obligated to pay the Company Termination Payment on more than one occasion. The Company hereby acknowledges that the Company Termination Payment is a payment of liquidated damages which are a genuine pre-estimate of the damages which Triple Flag will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. The Company hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of t...