Common use of DSNC Payments Clause in Contracts

DSNC Payments. If this Agreement is terminated by Alydaar or DSNC pursuant to Section 7.1(d) or Section 7.1(i), or by DSNC pursuant to Section 7.1(j), or by Alydaar pursuant to Section 7.1(e) or 7.1(f), then DSNC shall pay to Alydaar, in cash, a non-refundable fee in the amount of $2,000,000 (the "Termination Fee"); provided that no Termination Fee shall be payable by DSNC, in the absence of a proposal that either constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, in the event of termination pursuant to (A) Section 7.1(d), (B) Section 7.1(e)(i) or Section 7.1(f)(i), provided in each case that the Board of Directors of DSNC is required to do so, acting in good faith after consultation with outside legal counsel, pursuant to its fiduciary duties under applicable law, or (C) Section 7.1(j). In the case of termination of this Agreement by DSNC pursuant to Section 7.1(d) where an Acquisition Proposal has been made by any person or entity other than Alydaar prior to such termination, and within six months of such termination a transaction is consummated or a definitive agreement or agreement in principal is entered into which relates to such Acquisition Proposal, DSNC shall pay the Termination Fee concurrently with any such consummation or the entering into of any such agreement; or 7.1(i), the Termination Fee payable pursuant to the preceding sentence shall be paid by DSNC prior to or contemporaneous with notice of such termination being provided to Alydaar and as a condition to DSNC's right to terminate under such provisions, and in the case of termination of this Agreement by Alydaar pursuant to Section 7.1(e), Section 7.1(f) or Section 7.1(j), the Termination Fee payable pursuant to the preceding sentence shall be paid by DSNC within three business days after such notice of such termination.

DSNC Payments. If this Agreement is terminated by Alydaar Tek or DSNC pursuant to Section 7.1(d) or Section 7.1(i7.1(j), or by DSNC pursuant to Section 7.1(j7.1(k), or by Alydaar Tek pursuant to Section 7.1(e) or 7.1(f), then DSNC shall pay to AlydaarTek, in cash, a non-refundable fee in the amount of $2,000,000 (the "Termination Fee"); provided PROVIDED, that no Termination Fee shall be payable by DSNC, in the absence of a proposal that either constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, in the event of termination pursuant to (A) Section 7.1(d), (B) Section 7.1(e)(i) or Section 7.1(f)(i), provided in each case that the Board of Directors of DSNC is required to do so, acting in good faith after consultation with outside legal counsel, pursuant to its fiduciary duties under applicable law, or (C) Section 7.1(j7.1(k). In the case of termination of this Agreement by DSNC pursuant to Section 7.1(d) where an Acquisition Proposal has been made by any person or entity other than Alydaar Tek prior to such termination, and within six months of such termination a transaction is consummated or a definitive agreement or agreement in principal is entered into which relates to such Acquisition Proposal, DSNC shall pay the Termination Fee concurrently with any such consummation or the entering into of any such agreement; or 7.1(i), the . The Termination Fee payable pursuant to the preceding sentence shall be paid by DSNC prior to or contemporaneous with notice of such termination being provided to Alydaar Tek and as a condition to DSNC's right to terminate under such provisions, and in the case of termination of this Agreement by Alydaar Tek pursuant to Section 7.1(e), Section 7.1(f) or Section 7.1(j7.1(k), the Termination Fee payable pursuant to the preceding sentence shall be paid by DSNC within three business days after such notice of such termination.