Expiration Fee Sample Clauses

Expiration Fee. If neither a Subsequent Transaction nor a Subsidiary Transaction occurs prior to the Cut-Off Date, Dime irrevocably and unconditionally agrees to pay to Xxxxxx, on the next business day after the Cut-Off Date (the "Expiration Fee Payment Date"), $15,000,000 by wire transfer to an account designated by Xxxxxx; provided, however, that at Dime's option and with Xxxxxx'x consent Dime may pay the amount in Common Stock of Dime, on the conditions and subject to the terms set forth in the next paragraph. If prior to the Cut-Off Date Dime has paid Xxxxxx $15,000,000 by wire transfer pursuant to Section 3.1 or 3.2, Xxxxxx shall retain the $15,000,000 and no Expiration Fee shall be due. In the event Dime elects to pay the Expiration Fee in Common Stock, Dime shall irrevocably notify Xxxxxx of such election no less than sixty (60) days and no more than ninety (90) days prior to the scheduled Expiration Fee Payment Date. If Dime elects to pay the Expiration Fee in Common Stock, it shall be valued at $0.50 below the lowest trading price of Dime's Common Stock on the New York Stock Exchange during the ten (10) trading days prior to the Expiration Fee Payment Date, as reported in the Wall Street Journal, Eastern Edition. Immediately after notification to Xxxxxx, Dime shall promptly prepare, file and keep current a registration statement under the Securities Act of 1933, as amended, and the regulations thereunder covering such stock and shall cause such registration statement to become effective as of or prior to the Expiration Fee Payment Date and to remain current in order to permit the sale or other disposition of the Common Stock to be received by Xxxxxx in accordance with any reasonable plan of disposition requested by Xxxxxx. Dime will use its reasonable best efforts to cause such registration to remain effective for a period of 180 days from the Expiration Fee Payment Date or such shorter time as may be reasonably necessary to effect such sales or other dispositions. Dime shall bear the costs of such registration (including, but not limited to, Dime's attorneys' fees, printing costs and filing fees, except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Xxxxxx'x counsel related thereto). Xxxxxx shall provide all information reasonably requested by Dime for inclusion in any registration statement to be filed hereunder. If requested by Xxxxxx in connection with such registration, Dime shall become a party to any underwriting...
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Related to Expiration Fee

  • Renewal Fee Borrower agrees to pay a fee equal to one-quarter of one percent (0.25%) of the Bank’s committed amount for the Line of Credit upon any renewal of the Line of Credit.

  • Option Fee On the date hereof, Purchaser agrees to deliver to Owner the sum of One Thousand ($1,000.00) (the "Option Fee"). In the event that Purchaser exercises the Option, the Option Fee shall not be applied to the purchase price of the Premises. If Purchaser does not exercise the Option, Owner shall retain the Option Fee.

  • Termination Fee (a) In the event that:

  • Extension Fee If the Borrower exercises its right to extend the Termination Date in accordance with Section 2.12., the Borrower agrees to pay to the Agent for the account of each Lender a fee equal to two-tenths of one percent (0.20%) of the amount of such Lender’s Commitment (whether or not utilized) at the time of such extension. Such fee shall be due and payable in full on the date the Agent receives the Extension Request pursuant to such Section.

  • Termination Fees (a) If this Agreement is terminated:

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Initial Fee In consideration of the rights and licenses granted to Licensee under this Agreement, Licensee shall pay Licensor an initial fee of $500,000 within [***] after the Effective Date.

  • Extension Fees The Borrower shall pay to the Administrative Agent (i) on the First Extension Date, for the account of each Lender, a Facility extension fee, in an amount equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding and (ii) on the Second Extension Date, for the account of each Lender, a Facility extension fee, in an amount equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding.

  • Origination Fee The Borrower shall pay the Lender a fully earned and non-refundable origination fee of $50,000, due and payable upon the execution of this Agreement.

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