Competing Transaction Fee Clause Samples
A Competing Transaction Fee clause requires a party, typically a seller, to pay a specified fee to the other party if the seller accepts or pursues an alternative transaction with a third party during a pending deal. This fee is triggered if the seller abandons the original agreement in favor of a more attractive offer, such as a higher bid from another buyer. The core function of this clause is to compensate the original party for time and resources spent on the transaction and to discourage parties from soliciting or accepting competing offers, thereby providing deal certainty.
Competing Transaction Fee. As an inducement to GBB to enter ------------------------- into this Agreement, in the event this Agreement is terminated by GBB because of a failure by BAB to comply with its obligations under Section 6.1.14, or if BAB or BABANK otherwise consummates a Competing Transaction prior to termination of this Agreement or during the 12-month period following termination of this Agreement, in addition to the Expenses payable to GBB under Section 14.1.2, BAB shall wire to GBB within three Business Days of demand, or shall cause the third party to such a Competing Transaction to wire to GBB within three Business Days of demand, the sum of $1,500,000, which sum the parties acknowledge as representing (i) GBB's direct costs and expenses (including, but not limited to, fees and expenses of financial or other consultants, printing costs, accountants, and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreement, including GBB's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) GBB's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; and (iii) GBB's loss as a result of the transactions contemplated by this Agreement not being consummated. Any payment previously made by BAB pursuant to Section 14.1.2 hereof shall be credited against any amount due under this Section. In the event the Agreement terminates because GBB enters into another merger or acquisition transaction, BAB reserves its rights to assert a claim against GBB (and any successor) for BAB's direct and indirect costs and expenses and for any loss BAB incurs as a result of the transactions contemplated by this Agreement not being consummated.
Competing Transaction Fee. (a) Each Shareholder agrees, severally and not jointly, that in the event the Company or such Shareholder consummates or participates in a Competing Transaction (including, without limitation, by means of a tender offer) or enters into definitive agreements related to a Competing Transaction at any time during the twelve month period after the termination of the Merger Agreement (i) pursuant to Sections 9.01(d)(ii) or 9.01(g) of the Merger Agreement or (ii) pursuant to Sections 9.01(c), 9.01(d)(i) or 9.01(f)(i) of the Merger Agreement (provided that in the case of this clause (ii), a proposal relating to any Competing Transaction has been made to the Company or a Shareholder at or prior to the time of the termination by Diamond and MAC of the Merger Agreement pursuant to Sections 9.01(c), 9.01(d)(i) or 9.01(f)(i) thereof), such Shareholder shall pay to Diamond an amount in cash equal to the Competing Transaction Fee simultaneously with the closing of a Competing Transaction that was consummated or participated in within such twelve month period following the termination of the Merger Agreement or with respect to which a definitive agreement was entered into as described above within such twelve month period following the termination of the Merger Agreement.
(b) For purposes hereof, the "Competing Transaction Fee" shall mean, with respect to each Shareholder, the product of (x) .50, multiplied by (y) (1) the total number of Shares owned by such Shareholder as of the time of termination of the Merger Agreement minus (2) the number of Shares (if any) that such Shareholder rolls over in, or otherwise retains following, the Competing Transaction (provided that if the number of Shares to be rolled over or otherwise retained by such Shareholder in the Competing Transaction is greater than the number of Shares to be rolled over by such Shareholder in the Merger, the number of Shares for purposes of this clause (2) shall be the number of Shares to be rolled over by such Shareholder in the Merger), multiplied by (z) the excess, if any, of (1) the highest price per share of Company Common Stock (whether paid to a Shareholder or any other holder of Company Common Stock) paid in such Competing Transaction over (2) $16.50. For purposes of clarity, if the Company or any Shareholder enters into any agreement or understanding relating to any Competing Transaction prior to the date which is twelve months after the termination of the Merger Agreement as provided in paragraph...
Competing Transaction Fee. As an inducement to GBB to enter into ------------------------- this Agreement, (a) in the event this Agreement is terminated by GBB pursuant to Sections 13.1(i) or 13.1(j), or (b) if BSC otherwise consummates a Competing Transaction during the 12-month period following termination of this Agreement pursuant to Sections 13.1(a) (if GBB shall at the time have been entitled to terminate the Agreement pursuant to Section 13.1(d)); 13.1(b), 13.1(d); 13.1
Competing Transaction Fee. The Stockholders agree that in the event (i) a Competing Transaction (as defined in the Merger Agreement) is consummated within twelve months of the date of this Agreement, or (ii) the Company or any Stockholder enters into definitive agreements related to a Competing Transaction at any time during the twelve months after the termination of the Merger Agreement (x) by the Company or the Stockholders for any reason other than a termination under Sections 9.01(a) and 9.01(e) of the Merger Agreement or (y) by WAC for any reason permitted under the Merger Agreement other than a termination under Section 9.01(a) of the Merger Agreement, and if such Competing Transaction is eventually consummated, then in either case the Stockholders jointly and severally agree to pay to WAC an amount in cash equal to the Competing Transaction Fee simultaneously with the closing of such Competing Transaction. For purposes hereof, the "COMPETING TRANSACTION FEE" shall mean the product of (i) 50%, MULTIPLIED BY (ii) the total number of Shares sold by the Stockholders in the Competing Transaction, MULTIPLIED BY (iii) the excess, if any, of (a) the price per Share to be received plus the amount per Share of the fair market value of any other consideration to be received in any form (including without limitation earn-out payments, bonus payments, excess compensation payments, etc.) by the Stockholders in the Competing Transaction over (b) $10.00.
Competing Transaction Fee. In the event that the Seller, Bagcraft or ARTRA engages in a Competing Transaction within one year after the date of this Agreement and (i) this Agreement has not been terminated pursuant to Section 8.1(i) or 8.1(ii) above, or (ii) Buyer has not breached this Agreement, the Seller shall reimburse Buyer for all out-of-pocket expenses incurred by Buyer or on its behalf related to this Agreement and the transactions contemplated hereby and pay Buyer a fee of $750,000 upon the consummation of such Competing Transaction. ARTRA and Bagcraft hereby guarantee the payment of such fee.
Competing Transaction Fee. (a) If any Company Party or a Participating Senior Lender that is a member of the Ad Hoc Group publicly announce, enter into or consummate a Competing Transaction (including as a result of the M&A Process) with any person other than the Investor (or its Affiliate or Related Fund) on or before the Long Stop Date, the Company Parties shall pay (or procure payment of) a one-time termination fee of $20,000,000 in aggregate in cash to the Investors or their designees, in each case, by wire transfer of same-day funds within two Business Days after announcing, entering into or consummating such Competing Transaction.
(b) In the event of any termination of this Agreement pursuant to Clause 12.1 (Voluntary termination) or Clause 12.3 (Automatic termination) (other than as a result of any Company Party or the Ad Hoc Group publicly announcing, entering into or consummating a Competing Transaction), no fee shall be payable under paragraph (a) above.