Common use of OLB Termination Fee Clause in Contracts

OLB Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by BYBK while structuring and pursuing the Merger, OLB shall pay to BYBK by wire transfer of immediately available funds a termination fee equal to $5,076,000 (the “OLB Termination Fee”) if BYBK terminates this Agreement pursuant to: (i) Section 7.1(b); (ii) Section 7.1(c) because the Closing failed to occur prior to April 30, 2018 or June 30, 2018, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement); (iii) Section 7.1(d) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement); or (iv) Section 7.1(k) (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement). In any such case, OLB shall pay the OLB Termination Fee as promptly as practicable (but in any event within three Business Days) after termination of the Agreement. If payment of the OLB Termination Fee is timely made, then BYBK will have no other rights or claims against OLB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 will constitute the sole and exclusive remedy of BYBK against OLB and its officers, directors, attorneys and financial advisors.

OLB Termination Fee. In recognition of (i) As an inducement to OLB to enter into this Agreement, to incur the effortscosts and expenses related hereto and to consummate the Contemplated Transactions, expenses Holdings hereby agrees to pay OLB, and other opportunities foregone by BYBK while structuring and pursuing the Merger, OLB shall pay be entitled to BYBK by wire transfer payment of, a fee of immediately available funds a termination fee equal to one million seven hundred and fifty thousand dollars ($5,076,000 1,750,000) (the “OLB Termination Fee”) if BYBK terminates this Agreement pursuant tois terminated by: (iA) OLB pursuant to Section 7.1(b) (provided that OLB is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement); (iiB) OLB pursuant to Section 7.1(c7.1(e) because the Closing failed to occur prior to April 30July 1, 2018 or June 30, 2018, as applicable, 2013 and such failure resulted from the knowing, willful and intentional actions or inactions of OLB Holdings or Old Line WSB (provided that BYBK OLB is not then in material breach of any material representation, warranty, covenant covenant, or other agreement contained in this Agreement); (iiiC) OLB or Holdings pursuant to Section 7.1(d7.1(f) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of OLB Holdings or Old Line WSB (provided that BYBK OLB is not then in material breach of any material representation, warranty, covenant covenant, or other agreement contained in this Agreement); (D) OLB pursuant to Section 7.1(i) or Section 7.1(l); or (ivE) Holdings pursuant to Section 7.1(k7.1(j). (ii) (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement). In any such case, OLB shall pay the The OLB Termination Fee as promptly as practicable (but in any event shall be paid within three five Business Days) after termination Days of the AgreementHoldings’ receipt of written demand therefor by OLB. If payment of the OLB Termination Fee is timely made, then BYBK OLB will have no other rights or claims against OLB Holdings and its respective officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 8.1(b) will constitute the sole and exclusive remedy of BYBK OLB against OLB Holdings and its officers, directors, attorneys and financial advisors.

OLB Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by BYBK DCB while structuring and pursuing the Merger, OLB shall pay to BYBK DCB by wire transfer of immediately available funds a termination fee equal to $5,076,000 the amount determined by multiplying 0.052 (i.e., 3.25% of 1.6) by the DCB Tangible Equity (the “OLB Termination Fee”), such OLB Termination Fee to be paid as promptly as practicable (but in any event within three Business Days) after termination of the Agreement, if BYBK terminates this Agreement is terminated by DCB pursuant to: (i) Section 7.1(b); (ii) Section 7.1(c) because the Closing failed to occur prior to April October 31, 2017 or November 30, 2018 or June 30, 20182017, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that BYBK DCB is not then in material breach of any representation, warranty, covenant covenant, or other agreement contained in this Agreement); or (iii) Section 7.1(d) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that BYBK DCB is not then in material breach of any representation, warranty, covenant covenant, or other agreement contained in this Agreement); or (iv) Section 7.1(k) (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement). In any such case, OLB shall pay the OLB Termination Fee as promptly as practicable (but in any event within three Business Days) after termination of the Agreement. If payment of the OLB Termination Fee is timely made, then BYBK DCB will have no other rights or claims against OLB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 will constitute the sole and exclusive remedy of BYBK DCB against OLB and its officers, directors, attorneys and financial advisors.

OLB Termination Fee. In recognition As an inducement to OLB to enter into this Agreement, to incur the costs and expenses related hereto and to consummate the Contemplated Transactions, MDBC hereby agrees to pay OLB within five Business Days after written demand for payment, and OLB shall be entitled to payment of the efforts, expenses and other opportunities foregone by BYBK while structuring and pursuing the Merger, OLB shall pay to BYBK by wire transfer of immediately available funds a termination fee equal to following fees: (i) One million dollars ($5,076,000 (the “OLB Termination Fee”1,000,000) if BYBK MDBC terminates this Agreement pursuant to: (i) to Section 7.1(b7.1(j); or (ii) Seven hundred fifty thousand dollars ($750,000) following the occurrence of any of the events set forth below: (1) OLB terminates this Agreement pursuant to Section 7.1(c7.1(b) because the Closing failed to occur prior to April 30, 2018 or June 30, 2018, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that BYBK OLB is not then in material breach of any representation, warranty, covenant covenant, or other agreement contained in this Agreement), Section 7.1(i), or Section 7.1(l); or (iii2) Section 7.1(dOLB terminates this Agreement based on the failure to satisfy the conditions in Sections 7.1(e) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from 7.1(f), which failure was directly caused by the knowing, willful and intentional actions or inactions of OLB or Old Line MDBC (provided that BYBK OLB is not then in material breach of any material representation, warranty, covenant or other agreement contained in this Agreement); or (iv) Section 7.1(k) (provided that BYBK is not then in material breach of any representationcovenant, warranty, covenant or other agreement contained in this Agreement). In any such case, Any payment due to OLB shall pay pursuant to Sections 8.1(b)(i) and 8.1(b)(ii) are collectively referred to hereafter as the “OLB Termination Fee as promptly as practicable (but in any event within three Business Days) after termination of the Agreement. Fee.” If demand for payment of the OLB Termination Fee is made pursuant to this Section 8.1(b) and payment is timely made, then BYBK OLB will have no other rights or claims against OLB MDBC and its respective officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 8.1(b) will constitute the sole and exclusive remedy of BYBK OLB against OLB MDBC and its officers, directors, attorneys and financial advisors.