Inducement Fee. 10.1 Subject to Clause 10.4, Charter shall pay the Break Payment to Bidco if:
(A) following the release of the Announcement, a Competing Proposal is announced, whether under Rule 2.4 or Rule 2.5 of the Code or otherwise, before the Acquisition lapses or is withdrawn; and
(B) such Competing Proposal or any other Competing Proposal announced during the Offer Period subsequently becomes or is declared wholly unconditional or is otherwise completed or if implemented by way of a scheme of arrangement, becomes effective.
10.2 The Break Payment referred to in Clause 10.1 shall be payable as follows:
(A) if the Competing Proposal is implemented by way of a scheme of arrangement, prior to such Scheme becoming effective;
(B) if the Competing Proposal is implemented by way of takeover offer, prior to the date on which such Competing Proposal becomes or is declared wholly unconditional; or
(C) otherwise, on the earlier of the expiry of the Offer Period and the Business Day falling 5 Business Days prior to such Competing Proposal being completed.
10.3 Without prejudice to its obligations pursuant to Clause 10.1 but subject to Clause 10.4, Charter shall pay the Competing Proposal Payment to Bidco if:
(A) the Scheme Document, containing a Board Recommendation, is not posted to Charter Shareholders within 28 days of the Announcement (or such longer period as the Panel shall permit for the posting of such document) unless such failure is caused by a default of Colfax or Bidco, such payment to be made within 5 Business Days following the earlier of the Long Stop Date and expiry of the Offer Period;
(B) following posting of the Scheme Document, the Charter Directors recommend a Competing Proposal or (for any reason whatsoever) withdraw, qualify or adversely modify their recommendation to accept, or vote in favour of, the Acquisition or such recommendation ceases to be unanimous, such payment to be made within 5 Business Days of the expiry of the Offer Period;
(C) Charter shall issue any scheme document in respect of a Competing Proposal or the Charter Directors or any member of the Charter Group (or their respective representatives) shall otherwise take any steps to implement any Competing Proposal, such payment to be made within 5 Business Days of the expiry of the Offer Period;
(D) Charter makes any changes to the Timetable, extension of time, adjournment, postponement or reconvention of either of the Meetings if such action itself as a procedural matter would, or would re...
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Seller hereby agrees to pay to the Buyer not later than January 29, 2000, the sum of $500,000 (the "Inducement Fee"). The Inducement Fee will be included in the Liabilities and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Assets) who acquires, directly or indirectly, the Assets, or any portion thereof, as a result of the execution and delivery by the Seller of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by the Manufacturer or any person claiming by, through or under it. Subject to the foregoing, the obligation to pay the Inducement Fee shall survive the termination of this Agreement.
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Sellers hereby agree, jointly and severally, to pay to Sonic Automotive, Inc., not later than April 30, 1998, the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be an Assumed Liability and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Purchased Assets) who purchases the Purchased Assets, or any portion thereof, based upon the terms of this Agreement. The Inducement Fee will be reflected as a liability in the Closing Balance Sheet (as defined in Section 1.3(c) below), but will not be taken into account in determining the Net Current Assets (as defined in Section 1.3(a) below), notwithstanding the provisions of said Section 1.3(c). The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by an applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. On or prior to the date as of which any New Lender becomes a party to this Credit Agreement, Borrower shall pay to any New Lender a one-time arrangement fee (the "Inducement Fee") in an amount to be agreed in writing between the New Lender and the Borrower, which Inducement Fee shall be fully earned and nonrefundable when paid.
Inducement Fee. Any New Lender shall have received the Inducement Fee described in Section 2.5.2.
Inducement Fee. As an inducement to Paradigm to commit assets and personnel and undertake the obligation to conduct the Project Plan over the Term of this Agreement, Monsanto agrees to pay Paradigm *[___________________ ___________________________________________________________ _________________________________________________________________ ___________________________________]*.
Inducement Fee. As an inducement to Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, Seller hereby agrees to pay to Buyer not later than April 30, 1999 the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be included in the Liabilities and will become an obligation of Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right), with respect to any of the Assets who purchases the Assets, or any portion thereof, as a result of the execution and delivery by Seller of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by an applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. 6.1 If the Press Announcement is issued and thereafter:
(A) the Directors do not unanimously and without qualification recommend the Acquisition or they (or any committee of the Directors) at any time do withdraw or adversely modify or qualify their recommendation of the Acquisition; or
(B) a Third Party Transaction is announced prior to the Acquisition lapsing or being withdrawn which Third Party Transaction subsequently becomes or is declared wholly unconditional or is completed, (in each case such an event being a "Relevant Event"), the Company shall, in consideration of the Offeror procuring the release of the Press Announcement, pay the Offeror the Inducement Fee in accordance with sub-clause 6.2.
6.2 The Company shall pay the Inducement Fee no later than 5 Business Days after demand from the Offeror which may only be made after the occurrence of a Relevant Event. All sums payable under this clause 6 shall be paid in the form of an electronic funds transfer for same day value to such bank as may be notified to the Company by the Offeror and shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counter-claim or otherwise.
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Sellers hereby agree, jointly and severally, to pay to the Buyer not later than April 30, 1999, the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be included in the Liabilities and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Assets) who purchases the Assets, or any portion thereof, as a result of the execution and delivery by the Sellers of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by an applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. On or before the Closing Date, Borrower shall pay to Chevy Chase Bank a one-time arrangement fee (the "Inducement Fee") equal to twenty five (25) basis points (0.25%) of its Commitment as of the Closing Date, which Inducement Fee shall be fully earned and nonrefundable when paid.