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Proposal is announced, whether under Rule 2.4 or Rule 2.5 of the Code or otherwise, before the Acquisition lapses or is withdrawn; and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 ten million dollars ($10,000,000) of which [___________________________________ __________________]* shall be paid upon execution and [___________ _______________]* shall be paid by January 17, 2000. 14 -------- * Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Commission.
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. 7.1 The Company undertakes that (i) it shall not, on or after the date hereof enter into any inducement fee or break fee in relation to a Third Party Transaction or similar arrangement with any third party and (ii) it shall not increase the amount of the inducement fee that it has agreed to pay to Illinois Tool Works, Inc.
7.2 For the avoidance of doubt, as the Directors withdrew their recommendation of the Original Offer on 8 May 2008, Clause 8.1.1 has been satisfied and therefore, if the Acquisition lapses or is withdrawn, the Inducement Fee will be paid by the Company to Manitowoc under Clause 8.2 no later than five Business Days after the date on which the Acquisition lapses or is withdrawn.
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, Sellers hereby agree, jointly and severally, to pay to Buyer not later than nine (9) months after the date hereof, the sum of $1,500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be included in the Liabilities and will become an obligation of Buyer. In addition, the Inducement Fee will become an obligation of any other person or entity (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 Sellers of this Agreement. This Section 2.7 shall survive the termination hereof except that the Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise by all Manufacturers of their respective rights of first refusal, preemptive rights or other similar rights as provided under Section 10.13(a).
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 Closing, the Sellers hereby agree to cause the Company to pay to the Buyer not later than nine (9) months after the date hereof, the sum of $1,500,000 (the "INDUCEMENT Fee"). The Inducement Fee will be included in the liabilities of the Company and will become an obligation of any person or entity (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the assets of the Company or the Shares) who purchases the assets of the Company or the Shares, or any portion thereof, as a result of the execution and delivery by Sellers of this Agreement. This
