Expenses and Termination Payments. (a) Except as otherwise provided herein, the Parties agree that all costs and expenses of the Parties relating to the Arrangement and the transactions contemplated in this Agreement, including legal fees, accounting fees, financial advisory fees, strategic advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party incurring such expenses. Each Party represents to the other that with the exception of (i) the respective strategic advisors and financial advisors and their Affiliates, the fees and expenses of which shall be the responsibility of the relevant Party (and are subject to the limitation on the aggregate amount thereof set forth in this Agreement) and (ii) the reasonable and customary fees payable to the Board of a Party for any meetings held by them in connection with the consideration of the Arrangement and the transactions contemplated herein or fees payable to the members of any independent committee of a Board of a Party formed for the purpose of considering the Arrangement and the transactions contemplated herein, no securityholder, director, officer, employee, consultant, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Arrangement or the transactions contemplated herein except pursuant to existing consulting arrangements that were not entered into in contemplation of the Arrangements or the transactions contemplated herein.
(b) A Termination Payment shall be payable by Fission to Xxxxxxx in the event that the Agreement is terminated in the following circumstances (each being a “Fission Termination Payment Event”):
(i) By Xxxxxxx pursuant to Subsection 8.2(a)(iii)A or by Fission pursuant to Subsection 8.2(a)(iv)C;
(ii) By either party pursuant to Subsection 8.2(a)(ii)C, but only if prior to such Fission Meeting, a bona fide Acquisition Proposal, or the intention to enter a bona fide Acquisition Proposal with respect to Fission, has been publicly announced and not withdrawn and within 6 months of the date of such termination, the Person who made such Acquisition Proposal or an affiliate of such Person
A. directly or indirectly acquires Fission by takeover bid, arrangement, business combination or otherwise;
B. directly or indirectly acquires the assets of Fission or one or more of its subsidiaries that: (1) constitute more than 50% ...
Expenses and Termination Payments. (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 Payments. (a) Subject to Section 5.6, 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, “Termination Payment” means £60,140,976 (inclusive of any amounts in respect of VAT, if applicable, save to the extent specifically provided for in Section 7.3(h));
(c) For the purposes of this Agreement, “Stars Termination Payment Event” means the termination of this Agreement:
Expenses and Termination Payments. (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, “Termination Payment Event” means the termination of this Agreement: (i) by the Purchaser pursuant to: (A) Section 8.2(a)(iii)(A) [Change in Recommendation or Breach of Non-Solicit]; or (B) Section 8.2(a)(ii)(C) [Failure to Obtain Shareholder Approval] if at the time of termination the Purchaser would have been permitted to terminate this Agreement pursuant to Section 8.2(a)(iii)(A) [Change in Recommendation or Breach of Non-Solicit]; (ii) by eOne pursuant to:
