Company Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iii) as a result of an intentional breach by the Company of any representation, warranty, covenant or agreement, then the Company shall pay to Parent a termination payment equal to $250,000,000 (the "Company Termination Amount"), by wire transfer of immediately available funds. Such Company Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination. (b) In the event that: (i) a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(i) (which clause relates to a Change in Recommendation); (ii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(A) (which clause relates to a breach under the "no solicitation" or related obligations under Section 6.3); (iii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(B) by reason of the Company or the board of directors of the Company recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the proviso to Section 6.3(a); or (iv) a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(ii); then, in any such event, (A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to three-fifths (3/5) of the Company Termination Amount, and (B) if, prior to or within nine (9) months following any such termination, (x) the Company executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of the Company recommends a third-party tender offer or exchange offer for the Common Shares, or (z) an Acquisition Proposal with respect to the Company is consummated, then, upon the occurrence of the first such event described in clause (x), (y) or (z) (a "Post-Termination Company Acquisition Proposal Event"), the Company shall also promptly (and in any event within two Business Days after such event) pay Parent, by wire transfer of immediately available funds, an additional amount equal to two-fifths (2/5) of the Company Termination Amount. (c) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by either the Company or Parent pursuant to Section 8.2(iii) (which clause relates to failure to obtain the Company Requisite Vote), then: (A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to
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Samples: Merger Agreement (American General Corp /Tx/), Merger Agreement (American General Corp /Tx/)
Company Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iii) as a result of an intentional breach by the Company of any representation, warranty, covenant or agreement, then the Company shall pay to Parent a termination payment equal to $250,000,000 600,000,000 (the "Company Termination AmountCOMPANY TERMINATION AMOUNT"), by wire transfer of immediately available funds. Such Company Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination.
(b) In the event that:
(i) a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(i) (which clause relates to a Change in Recommendationthe board of directors of the Company withdrawing or modifying its recommendation of the Merger);
(ii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(A) (which clause relates to a breach under the "no solicitation" or related obligations under Section 6.3);
(iii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(B) by reason of the Company or the board of directors of the Company recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the proviso to Section 6.3(a); or
(iv) a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(ii8.3(iv); then, in any such event, (A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to three-fifths (3/5) of the Company Termination Amount, and (B) if, prior to or within nine (9) months following any such termination, (x) the Company executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of the Company recommends a third-party tender offer or exchange offer for the Common Shares, or (z) an Acquisition Proposal with respect to the Company is consummated, then, upon the occurrence of the first such event described in clause (x), (y) or (z) (a "PostPOST-Termination Company Acquisition Proposal EventTERMINATION COMPANY ACQUISITION PROPOSAL EVENT"), the Company shall also promptly (and in any event within two Business Days after such event) pay Parent, by wire transfer of immediately available funds, an additional amount equal to two-fifths (2/5) of the Company Termination Amount.
(c) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by either the Company or Parent pursuant to Section 8.2(iii) (which clause relates to failure to obtain the Company Requisite Vote), then:
(A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to
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Company Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and If this Agreement is terminated terminated:
(i) (A) by Parent pursuant to Section 8.4(iii8.1(b)(i) as a result of an intentional breach by (Parent Outside Date), the Company pursuant to Section 8.1(b)(ii) (Company Outside Date), or by Parent pursuant to Section 8.1(c) (Representations, Warranties and Covenants of the Company) and (x) at or prior to such termination an Acquisition Proposal shall have been made and shall not have been withdrawn prior to such termination, and (y) within twelve months following the termination of this Agreement pursuant to Section 8.1(b)(i) (Parent Outside Date), Section 8.1(b)(ii) (Company Outside Date), or Section 8.1(c) (Representations, Warranties and Covenants of the Company), the Company consummates a Company Acquisition, enters into a definitive agreement to effect a Company Acquisition, or the Company Board or any representationcommittee thereof recommends a Company Acquisition to the Company’s stockholders, warranty, covenant and a Company Acquisition Proposal is subsequently consummated (whether or agreementnot it is consummated within such 12 month period) or (B) by Parent pursuant to Section 8.1(e) (Change in Recommendation; Breach of Agreement), then in any case, the Company shall pay to Parent (within three (3) Business Days after the date that such Company Acquisition is consummated (with respect to a termination payment equal to $250,000,000 described in clause (the "Company Termination Amount"A), by wire transfer of immediately available funds. Such Company Termination Amount shall be paid promptly and, in any event, ) or within two five (5) Business Days after the date of such termination.
termination (b) In the event that:
(i) a Pre-Termination Acquisition Proposal Event with respect to a termination described in clause (B)), the Company Termination Fee, which amount shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(i) (which clause relates to a Change be payable in Recommendation);
(ii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(A) (which clause relates to a breach under the "no solicitation" or related obligations under Section 6.3);
(iii) this Agreement is terminated by Parent pursuant to Section 8.4(ii)(B) by reason of the Company or the board of directors of the Company recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the proviso to Section 6.3(a); or
(iv) a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(ii); then, in any such event, (A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, cash by wire transfer of immediately available fundsfunds to an account designated by Parent; or
(ii) by Parent or the Company pursuant to Section 8.1(f) (Alternative Acquisition Agreement) or Section 8.1(g) (Stockholder Approval), an initial then the Company shall, prior to and as a condition of, such termination payment equal pay to three-fifths (3/5) of Parent the Company Termination AmountFee, and (B) if, prior to or within nine (9) months following any such termination, (x) the Company executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of the Company recommends a third-party tender offer or exchange offer for the Common Shares, or (z) an Acquisition Proposal with respect to the Company is consummated, then, upon the occurrence of the first such event described in clause (x), (y) or (z) (a "Post-Termination Company Acquisition Proposal Event"), the Company shall also promptly (and in any event within two Business Days after such event) pay Parent, cash by wire transfer of immediately available fundsfunds to an account designated by Parent. For the avoidance of doubt, an additional amount equal to two-fifths (2/5) of the Company Termination Amount.
(c) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement not be required to pay more than one Company Termination Fee, even if there is terminated by either the Company or Parent more than one basis upon which such fee would be payable pursuant to this Section 8.2(iii) 8.3 (which clause relates to failure to obtain the Company Requisite VoteTermination Payments; Expense Reimbursement), then:
(A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to.
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Company Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iii) as a result of an intentional breach by the Company of any representation, warranty, covenant or agreement, then the Company shall pay to Parent a termination payment equal to $250,000,000 (the "Company Termination Amount"), by wire transfer of immediately available funds. Such Company Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination.
(b) In the event that:
(i) a Pre-Termination Acquisition Proposal Event with respect this Agreement is validly terminated by the Company pursuant to Section 8.1(c)(ii), then the Company shall have occurred pay to Parent (or one or more of its designees) in cash and by way of compensation an amount equal to $33,800,000 (the “Company Termination Payment”) by wire transfer of immediately available funds, such payment to be made prior to or concurrently with and as a condition to the valid termination of this Agreement is terminated by Parent pursuant to Section 8.4(i) (which clause relates to a Change in Recommendation)Agreement;
(ii) this Agreement is validly terminated by Parent pursuant to Section 8.4(ii)(A8.1(d)(ii), then the Company shall pay to Parent (or one or more of its designees) (which clause relates by way of compensation the Company Termination Payment by wire transfer of immediately available funds, such payment to a breach under the "no solicitation" or related obligations under Section 6.3)be made within five Business Days following such termination;
(iii) this Agreement is validly terminated by either Parent or the Company pursuant to Section 8.1(b)(ii), Section 8.1(b)(iii) or by Parent pursuant to Section 8.4(ii)(B8.1(d)(i) by reason (as a result of a material breach of any covenant or agreement in this Agreement) and (x) at any time after the date hereof but prior to such termination, a bona fide Acquisition Proposal shall have been publicly announced or an Acquisition Proposal shall have otherwise become publicly known or delivered to the Company, and in each case not withdrawn more than two Business Days prior to the Shareholders Meeting, and (y) prior to the 12-month anniversary of the termination of this Agreement, the Company or the board any of directors of the Company recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the proviso to Section 6.3(a); or
(iv) a Pre-Termination Acquisition Proposal Event Subsidiaries shall have entered into any acquisition agreement, merger agreement or other similar definitive agreement with respect to any Acquisition Proposal that is subsequently consummated, or shall have consummated any Acquisition Proposal, then, within five Business Days following the date on which such Acquisition Proposal is consummated, the Company shall have occurred and this Agreement is terminated pay to Parent by way of compensation the Company pursuant to Section 8.3(ii); then, in any such event, (A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, Termination Payment by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(iii)(y), an initial termination payment equal to three-fifths (3/5) all references in the definition of the Company Termination Amount, and (B) if, prior to or within nine (9) months following any such termination, (x) the Company executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of the Company recommends a third-party tender offer or exchange offer for the Common Shares, or (z) an term Acquisition Proposal with respect to the Company is consummated, then, upon the occurrence of the first such event described in clause (x), (y) “20% or (z) (a "Post-Termination Company Acquisition Proposal Event"), the Company shall also promptly (and in any event within two Business Days after such event) pay Parent, by wire transfer of immediately available funds, an additional amount equal more” will be deemed to two-fifths (2/5) of the Company Termination Amountbe references to “more than 50%”.
(c) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by either the Company or Parent pursuant to Section 8.2(iii) (which clause relates to failure to obtain the Company Requisite Vote), then:
(A) the Company shall promptly (and in any event within two Business Days) following such termination, pay Parent, by wire transfer of immediately available funds, an initial termination payment equal to
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