Non-Completion Fee. Subject to Section 10(b) hereof, upon the earliest to occur of (i) March 25, 2004, if the Transaction Agreement has not been executed and delivered on or before such date, (ii) June 25, 2004, if a definitive proxy statement / prospectus, tender offer or other applicable disclosure document relating to the Transaction (the "Transaction Disclosure Document") has not been mailed to the unitholders of the Partnership, (iii) termination of the Transaction Agreement or (iv) September 30, 2004, (such earliest date, the "Non-Completion Fee Date"), Parent shall promptly (but in no event later than five (5) business days thereafter), elect, in its sole discretion, either (a) to pay to the Selling Unitholders an aggregate sum of $500,000 in cash, if permissible under applicable law and Parent's credit agreements, or (b) to purchase from the Selling Unitholders such number of Partnership Units having an aggregate market value on the Non-Completion Fee Date of $100.00, in exchange for the issuance by Parent to the Selling Unitholders of the greater of (x) 61,300 Parent Shares or (y) such number of Parent Shares equal to $600,100, determined by dividing $600,100 by the Volume Weighted Average Price per Parent Share for the five trading days ending on and including the trading day prior to the Non-Completion Fee Date, which Parent Shares shall be allocated among the Selling Unitholders pro rata (and rounded to the nearest whole number of Parent Shares) based on each Selling Unitholder's Owned Units, and in connection with any such issuance such Selling Unitholders agree to execute customary private placement representation letters at such time (the cash payment and the issuance of Parent Shares referred to in clauses (a) and (b) are herein referred to as the "Non-Completion Fee").
Non-Completion Fee. (a) The Company shall pay to the Offeror or as Offeror directs in writing as liquidated damages for the Offeror's rights under this Agreement the sum of twenty one million ($21,000,000) (the "Non-Completion Fee") if:
Non-Completion Fee. If at any time after the execution of this Agreement (and provided there is no material breach or non-performance by Burlington of a material provision of this Agreement in any respect):
Non-Completion Fee. (a) If at any time after the date of this Agreement (and provided there is no material breach or non-performance by Purchaser of any provision of this Agreement which breach or non-performance has not been waived by Addax) any of the following occurs:
Non-Completion Fee. If, at any time after the execution of this Agreement and prior to the termination of this Agreement pursuant to Article 5 (provided there is no material breach or non-performance by PNR of a material provision of this Agreement which would otherwise have entitled NAN to terminate this Agreement), NXX accepts, recommends, approves or enters into, or proposes publicly to accept, recommend, approve or enter into, any agreement with any person to implement a Superior Proposal (the "Non-Completion Payment Event"), then NAN shall pay to PNR $1,900,000 as liquidated damages (the "Non-Completion Fee") in immediately available funds to an account designated by PNR within one Business Day after the occurrence of the Non-Completion Payment Event.
Non-Completion Fee. (a) If at any time after the execution of this Agreement and prior to its termination:
Non-Completion Fee. (a) The Company shall pay to the Parent as liquidated damages for the Parent’s rights under this Agreement the sum of $19.5 million (the “Non-Completion Fee”) if:
Non-Completion Fee. Provided that there is no breach or non-performance by UPR or UPRI of a material provision of this Agreement in any material respect, Norcen shall pay to UPRI the sum of $125 million if:
Non-Completion Fee. If the transactions contemplated hereby to occur on the Second Closing Date have not been completed on or before the date that is six (6) months from the date hereof, (a) the Corporation shall on the first Business Day thereafter deliver and pay to the Purchaser an amount equal to (i) unless the sole reason such completion did not occur is that the condition in section 10 of Schedule E has not been met, One Million ($1,000,000) Dollars plus (ii) in all cases, all costs, expenses and legal or other fees incurred by the Purchaser in connection with the negotiation, settlement and execution of this Agreement and all matters related thereto and all disputes arising in connection therewith, (b) the Purchaser shall have no further obligation to complete the transactions contemplated hereby to occur on the Second Closing Date and (c) the Purchaser shall be entitled to exercise the Put Right pursuant to Section 5 of the certificate attached as Schedule F hereto.
Non-Completion Fee. If at any time after the execution of this Agreement:
