Merger Agreement Termination Fee Clause Samples
A Merger Agreement Termination Fee clause establishes a financial penalty that one party must pay to the other if the merger agreement is terminated under certain specified circumstances. Typically, this fee applies if the seller accepts a competing offer or fails to meet closing conditions, and the amount is often a fixed sum or a percentage of the deal value. The core function of this clause is to compensate the non-breaching party for lost time and resources, and to discourage parties from backing out of the agreement without serious consideration.
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Merger Agreement Termination Fee. In the event that (a) the Merger Agreement is terminated by the Company pursuant to Section 7.1(b) and (b) no action or failure to act on the part of R▇▇ or Noteholder was a principal cause of or resulted in the failure of the Merger to occur on or before the End Date and such action or failure to act constitutes a material breach of this Agreement; the Parent will pay R▇▇ One Million Six Hundred Seventy Thousand Dollars ($1,670,000) in immediately available funds promptly, but in no event later than two (2) business days after such termination. Upon payment of such fee, neither Parent nor any of its affiliates shall have any further liability to Noteholder, R▇▇ or any of their respective affiliates with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby.
Merger Agreement Termination Fee. In the event that (i) SV is required to make a payment to the Company pursuant to Section 8.2(d)(i) of the Merger Agreement or (ii)(A) SV is required to make a payment to the Company pursuant to Section 8.2(d)(ii) of the Merger Agreement and (B) the board of directors of SV shall have failed to include or make or shall have publicly withdrawn, modified or changed, in a manner adverse to the Company, the Parent Board Recommendation for reasons primarily related to antitrust concerns, Onyx shall be responsible for the payment to the Company of (or shall reimburse SV for) an amount equal to $70,000,000 of such $250,000,000 payment.
Merger Agreement Termination Fee. If Parent receives any termination fee, liquidated damages or similar fee, or expense reimbursement, in each case to which Parent is or may be entitled under the Merger Agreement (any such fee or expense reimbursement, a “Break Fee”), Parent shall pay to Purchaser promptly (and in any event within two (2) Business Days after receiving any such Break Fee) an amount equal to 20% (the “Purchaser Fee Percentage”) of the aggregate of all such Break Fees (such amount, the “Purchaser Fee”). In no event shall Parent be required to pay to Purchaser any portion of the aggregate Break Fees in excess of the amount of the Purchaser Fee. Upon the payment by Parent to Purchaser of the Purchaser Fee, neither Parent nor any of its respective Affiliates shall have any further liability of any kind, whether at law or in equity, in tort or in contract or otherwise, in connection with the Transaction, this Agreement, the Merger or the Merger Agreement.