Investor Termination Fee Sample Clauses

Investor Termination Fee. If this Purchase Agreement is terminated:
Sample 1
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Investor Termination Fee. (a) The parties agree that if this Agreement is terminated (i) by the Company pursuant to Section 7.1(h) or Section 7.1(i) (or by either party pursuant to Section 7.1(d) in circumstances in which the Company could terminate this Agreement pursuant to Sections 7.1(h) or 7.1(i)), or (ii) by Investor or the Company pursuant to (A) Section 7.1(d), but only in the event that (x) one or more of the conditions set forth in Section 6.1(b) (if the failure to meet such condition relates to the HSR Act, the PRC Approvals or CFIUS Clearance), Section 6.1(c) have not been satisfied and (y) all of the other conditions set forth in Article 6 have been satisfied or waived (other than conditions that by their nature can only be satisfied on the Closing Date) or (B) Section 7.1(c) (if such Order is related to the HSR Act, the PRC Approvals or CFIUS Clearance) (each such termination set forth in clauses (i) or (ii), an “Investor Termination Fee Release Event”), then immediately following such termination, Investor shall pay the Investor Termination Fee to the Company and each of the Company and Investor shall take all actions necessary, required or advisable (including any Joint Release Notice required pursuant to the Escrow Agreement) to cause the Investor Termination Fee to be immediately released to the Company pursuant to the terms of the Escrow Agreement.
Sample 1

Related to Investor Termination Fee

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • 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.

  • Termination Fee (a) In the event that:

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Expenses; 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 shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

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

  • Payment Upon Termination Termination of this Agreement shall not affect the right of the Adviser to receive payment on any unpaid balance of the compensation described in Section 2 earned prior to such termination.

  • Entire Termination Payment The compensation provided for in this Article IV for early termination of this Agreement and termination pursuant to this Article IV shall constitute Executive's sole remedy for such termination. Executive shall not be entitled to any other termination or severance payment which may be payable to Executive under any other agreement between Executive and Ceridian.

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