Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), or (ii) the Parent pursuant to Section 7.1(c) and at such time the Company could have validly terminated this Agreement pursuant to Section 7.1(g), then in either case the Parent must promptly (and in any event within five Business Days) following such termination pay to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided to the Parent by the Company.
Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 8.1(g) or Section 8.1(i) or (ii) Parent pursuant to Section 8.1(c) and at such time the Company could have validly terminated this Agreement pursuant to Section 8.1(g) or Section 8.1(i), in each case, then Parent must promptly (and in any event within five (5) Business Days) following such termination pay to the Company $365,000,000 in cash (the “Parent Termination Fee”) in accordance with the payment instructions which have been provided to Parent by the Company as of the Agreement Date, or as further updated by written notice by the Company from time to time.
Parent Payment. If this Agreement is validly terminated (i) pursuant to Section 7.1(g) or Section 7.1(i) or (ii) pursuant to Section 7.1(c) at a time when the Company would be permitted to terminate this Agreement pursuant to Section 7.1(i), then Parent must promptly (and in any event within two business days) following such termination pay to the Company $320,000,000 in cash (the “Parent Termination Fee”).
Parent Payment. Parent shall pay the Termination Fee Amount to the Company, by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, within one Business Day after demand by the Company, in the event that (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) or Section 9.1(c), and (ii) as of the date of termination, (A) any of the Regulatory Condition or the conditions to the Offer set forth in clauses (C)(4) or (C)(5) of Annex A (in the case of such Offer Conditions in such clauses (C)(4) or (C)(5), as a result of any Legal Proceeding, Law or Order arising under the HSR Act or any other Antitrust Law applicable to the Offer or the Merger) has not been satisfied and (B) all other conditions to the Offer set forth in Annex A (other than the Minimum Condition and the eScription Transition Condition, neither of which shall be required to be satisfied as a condition to payment of the Termination Fee Amount hereunder) shall have been satisfied or waived.
Parent Payment. (i) If (x) the Board of Directors of the Parent shall have withheld, withdrawn or modified in a manner adverse to the Company its recommendation in favor of the approval of the issuance of the shares of Parent Common Stock under the terms of the Merger or (y) the Board of Directors of the Parent recommends a Parent Superior Proposal to the shareholders of the Parent, the Parent shall pay to the Company an amount equal to $3.0 million within one (1) business day following the first to occur of (A) termination of this Agreement pursuant to Section 7.1(f) hereof and (B) a Parent Negative Vote (as defined below). -52- 58
(ii) If no payment is required pursuant to Section 7.3(c)(i) above, and if (x) the vote of the stockholders of the Parent approving the issuance of the shares of Parent Common Stock under the terms of the Merger shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at a meeting of shareholders duly convened therefor or at any adjournment thereof (a "PARENT NEGATIVE VOTE") and (y) this Agreement shall have been terminated by the Company pursuant to Section 7.1(d) and (z) within nine (9) months following such Parent Negative Vote, the Parent shall execute and deliver a definitive agreement with respect to an Acquisition Proposal or otherwise consummates an Acquisition Proposal, the Parent shall pay to the Company an amount equal to $3.0 million within one (1) business day following demand therefor by the Company.
(iii) If no payment is required pursuant to Section 7.3(c)(i) or (ii) above, and if (x) the Parent Shareholders' Meeting is not held on or prior to February 28, 1999 and (y) this Agreement shall have been terminated by the Company pursuant to Section 7.1(b) and (z) within nine (9) months following such termination, the Parent shall enter into a definitive agreement with respect to an Acquisition Proposal or otherwise consummates an Acquisition Proposal, the Parent shall pay to the Company an amount equal to $3.0 million within one (1) business day following demand therefor by the Company.
Parent Payment. In the event that this Agreement is terminated by VHA pursuant to Section 9.1(f), Parent shall promptly, but in no event later than two days after the date of such termination, pay VHA a fee equal to $12 million in immediately available funds. In the event that (A) following the date of this Agreement and prior to the Parent Stockholders' Meeting, a person has publicly announced a bona fide Parent Acquisition Proposal, (B) this Agreement is terminated by Parent or VHA pursuant to Section 9.1(d), and (C) within nine months following the termination of this Agreement pursuant to Section 9.1(d), either the Parent Acquisition contemplated by such Parent Acquisition Proposal is consummated, or Parent enters into an agreement providing for a Parent Acquisition and such Parent Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if Parent has entered into such an agreement within such nine-month period), Parent shall promptly, but in no event later than two days after the consummation of such Parent Acquisition, pay VHA a fee equal to $12 million in immediately available funds. Parent acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, VHA would not enter into this Agreement. Accordingly, if Parent fails to pay in a timely manner the amounts due pursuant to this Section 9.3, and, in order to obtain such payment, VHA makes a claim that results in a judgment against Parent for the amounts set forth in this Section 9.3, Parent shall pay to VHA its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.3 at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made.
Parent Payment. On the Closing Date, Parent shall deliver $100,000 to Buyer by wire transfer of immediately available funds to an account that Buyer, at least 48 hours prior to the Closing Date, has designated.
Parent Payment. In the event that (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) or Section 7.1(c); provided, with respect to Section 7.1(c), solely to the extent such order, decree, ruling or other action is based on an Action brought by a Governmental Entity under Antitrust Laws and (ii) all of the conditions set forth in Section 6.1 are satisfied (other than (A) Section 6.1(b) solely to the extent the existence of such statute, rule, regulation, executive order, decree, injunction or other order is based upon Antitrust Laws in an Action brought by a Governmental Entity and (B) Section 6.1(c) solely to the extent such Legal Requirements are Antitrust Laws) and Section 6.3 (other than Section 6.3(d)) are satisfied, Parent shall promptly, but in no event later than three (3) business days following the receipt by Parent of documentation (in detail) of such expenses in form and substance reasonably satisfactory to Parent, reimburse the Company for its out-of-pocket fees and expenses, up to an aggregate of five million dollars ($5,000,000), incurred by Company after the filing of Company’s initial HSR notification and in connection with or relating to the review pursuant to the HSR Act of the Transactions contemplated hereby (including fees and expenses of all attorneys, consultants, economists and other experts retained by Company and all duplicating and travel and related expenses), provided that Company will consult in advance with Parent, and consider in good faith the advice of Parent, regarding the retention of any consultants, economists and other experts.
Parent Payment. Within three (3) Business Days from the date hereof, Parent shall pay to PHMD Two Million Dollars ($2,000,000) in cash and in immediately available funds.
Parent Payment. Parent shall pay to the Company a cash amount equal to $49,236,000 (the “Parent Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 8.1(i), (ii) pursuant to Section 8.1(b) (in circumstances in which the Company would have been entitled to terminate this Agreement pursuant to (A) Section 8.1(e) with respect to Section 4.8, Section 6.14 or Section 6.15 or other breach or failure to perform by Parent hereunder which was willful and material or (B) Section 8.1(i)) or (iii) pursuant to Section 8.1(e) with respect to Section 4.8, Section 6.14 or Section 6.15 or other breach or failure to perform by Parent hereunder which was willful and material. Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account designated by the Company promptly but in no event later than one Business Day after the date of such termination. Notwithstanding the foregoing, the Company’s right to receive the Parent Termination Fee pursuant to this Section 8.3(c) shall be of no further force or effect if the Company makes any demand or claim for monetary damages suffered as a result of the failure of the Offer and the Merger to be consummated in violation of Section 8.3(g).
