Expenses and Termination Fees. 44 7.4 Amendment....................................................... 46 7.5
Expenses and Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
(b) The Company shall pay to Parent:
(i) a fee of $17,000,000 (the "Termination Fee") if this Agreement is terminated pursuant to either Section 8.1(e)(i), (iii) or (iv), or Section 8.1(h);
(ii) the Termination Fee if (A) after the date of this Agreement and prior to the termination of this Agreement, any person makes a Company Takeover Proposal, (B) the Offer remains open until the scheduled expiration date immediately following the date such Company Takeover Proposal is made (or such later date as the Offer may be extended at the Company's request pursuant to Section 1.1), (C) the Minimum Tender Condition is not satisfied at the expiration of the Offer, (D) this Agreement is terminated pursuant to Section 8.1(d) and (E) within 12 months of such termination a Company Acquisition Proposal is consummated or the Company enters into an agreement to consummate a Company Acquisition Proposal and any Company Acquisition Proposal is thereafter consummated that includes the person party to such agreement, whether or not such consummation is within such 12-month period; and
(iii) the Termination Fee if this Agreement is terminated pursuant to Section 8.1(e)(ii) and within 12 months of such termination either (x) the Company Acquisition Proposal is consummated or (y) the Company enters into an agreement to consummate a Company Acquisition Proposal and any Company Acquisition Proposal is thereafter consummated that includes the person party to such agreement, whether or not such consummation is within such 12-month period
(c) Any fee due under Section 8.3(b)(i) shall be paid within two (2) business days after the termination of this Agreement. Any fee due under Section 8.3 (b)(ii) shall be paid at or prior to the consummation of the relevant transaction. All fees due under Section 8.3(b) shall be paid by wire transfer of same-day funds. Under no circumstances will the Company be obligated to pay fees pursuant to Section 8.3(b) in excess of $17,000,000 in the aggregate.
Expenses and Termination Fees. (a) Except as provided in subsections (b) and (c) of this Section 8.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the proxy materials and the Offer Documents, registration, and filing fees incurred in connection with the Offer Documents, the Schedule 14D-9 and the proxy materials shall be shared equally by the Company and Parent.
(b) In the event that: (i) Parent shall terminate this Agreement pursuant to Section 8.1(e); (ii) the Company shall terminate this Agreement pursuant to Section 8.1(g); or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(f)(ii) and, prior to such termination pursuant to Section 8.1(b) or Section 8.1(f)(ii), there shall have been (A) a Trigger Event with respect to the Company, or (B) a Takeover Proposal with respect to the Company, in either case which at the time of such termination shall not have been absolutely and unconditionally withdrawn or abandoned by the other party thereto, then, in each such event, in addition to any other remedies Parent may have, the Company shall pay to Parent (1) in the case of a termination described in Section 8.3(b)(i) or Section 8.3(b)(ii), the sum of three million eight hundred thousand dollars ($3,800,000), and (2) in the case of a termination described in Section 8.3(b)(iii), if within twelve (12) months of a termination described in Section 8.3(b)(iii) any Takeover Proposal or any Trigger Event shall be consummated or any letter of intent or preliminary or definitive agreement with respect thereto shall be signed, the sum of three million eight hundred thousand dollars ($3,800,000) (provided, however, that the amount payable by the Company shall be three million five hundred thousand dollars ($3,500,000) if the Takeover Proposal or Trigger Event shall be consummated with a person or entity other than the person or entity making the Takeover Proposal or Trigger Event which originally triggered the right of termination under Section 8.1(b) or Section 8.1(f)(ii) or with an affiliate of such person or entity). The payments required by this Section 8.3(b) shall be made within two (2) business days after termination in the case of a termination by Parent p...
Expenses and Termination Fees. (a) Subject to subsection (b) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and the fees and expenses of advisors, accountants, legal counsel and financial printers, shall be paid by the party incurring such expense.
(b) In the event that this Agreement is terminated
(i) by either Acquiror or Target pursuant to Section 7.1(c),
(ii) by either Acquiror or Target pursuant to Section 7.1(b)(i) or (iii) and, prior to the time of the Special Meeting, Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, or
(iii) by Acquiror pursuant to Section 7.1(d), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, then Target shall reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, legal counsel and financial printers), and, in addition, Target shall promptly pay to Acquiror the sum of $510,000.
Expenses and Termination Fees. 51 Section 8.04 Amendment.............................................................. 53 Section 8.05 Extension; Waiver...................................................... 54 ARTICLE IX. MISCELLANEOUS.................................................................. 54
Expenses and Termination Fees. (a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.
(b) For the purposes of this Agreement:
Expenses and Termination Fees. 39 7.4 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 7.5
Expenses and Termination Fees. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Acquiror and Target shall share equally all fees and expenses, other than their respective accountants and attorneys' fees, incurred in relation to the filing and printing of the Proxy Statement (including any related preliminary materials) and the Registration Statement (including financial statements and exhibits) and any amendments or supplements; provided, further, that Acquiror shall pay the SEC registration fee with respect to the Registration Statement and that each party shall bear the expenses of mailing the Proxy Statement and any other materials to its own stockholders.
(b) Target shall pay Acquiror a termination fee of $4,200,000 in immediately available funds (i) within two (2) Business Days after the termination of this Agreement by Acquiror pursuant to Section 7.1(f) or (ii) simultaneously with the termination of this Agreement by Target pursuant to Section 7.1(i).
(c) Acquiror shall pay Target's out-of-pocket expenses incurred in connection with this Agreement (and the transactions contemplated hereby), including the fees and expenses of financial advisors, accountants and legal counsel and printing and filing and mailing fees and expenses (collectively, "Termination Expenses"), in immediately available funds within two (2) Business Days following termination of this Agreement by Target pursuant to Section 7.1(g), Section 7.1(h) or Section 7.1(k), and Target shall pay Acquiror's and Merger Sub's Termination Expenses in immediately available funds within two (2) Business Days following termination of this Agreement by Acquiror pursuant to Section 7.1(g) or Section 7.1(h).
Expenses and Termination Fees. (i) Subject to Section 8(b) and subsections (ii) and 8(c)(iii) of this Section 8(c), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement, the Merger, and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, brokers, finders, agents, accountants and legal counsel) shall be paid by the Party incurring such expense, except that expenses incurred in connection with the filing and printing the proxy materials and the Proxy Statement/Prospectus, registration and filing fees incurred in connection with the Proxy Statement/Prospectus and the HSR Act shall be shared equally by Andrx and Mediconsult.
(ii) In the event that this Agreement is terminated pursuant to Section 8(a)(ii)(B), 8(a)(iv), or 8(a)(v) or the Board of Directors of Mediconsult changes or withdraws or modifies its recommendation of this Agreement or the Merger or any transaction contemplated hereby in a manner adverse to or shall have resolved to do any of the foregoing and within 12 months of the date of this Agreement, Mediconsult sells the capital stock of Physicians Online or substantially all its assets, the transaction substantially contemplated by the Takeover Proposal is consummated, or Mediconsult consummates a financing transaction or series of related financing transactions with net proceeds equal to or greater than $7,500,000, Mediconsult shall pay Andrx an amount equal to $1,000,000 by wire transfer to an account designated by Andrx (the "Cash Breakup Fee") and issue a warrant, in a form substantially similar to that attached hereto as Exhibit D, to purchase 19.9% of the then outstanding shares of Mediconsult Common Stock on a fully diluted basis (the "Breakup Warrant") with an exercise price of $0.125 per share. The Cash Breakup Fee and Breakup Warrant shall be due and payable within five business days of the consummation of any of the transactions mentioned in the previous sentence. Andrx understands and agrees that the sum of the consideration of the Cash Breakup Fee and Breakup Warrant shall not exceed the maximum consideration permitted under the DGCL.
(iii) In the event that this Agreement is terminated pursuant to Section 8(a)(ii)(A) or 8(a)(iii)(A), the non-terminating Party shall pay to and reimburse the terminating Party the actual out-of-pocket expenses incurred by the terminating Party in connection with this Agreement and the transactions contemplated hereby by wir...
Expenses and Termination Fees. Whether or not the Merger is ----------------------------- consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense.
