Common use of Parent Payment Clause in Contracts

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.

Appears in 3 contracts

Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)

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Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(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(g8.1(i), then in either case the Parent must promptly (and in any event must, within five two Business Days) Days following such termination termination, pay or cause to be paid to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the CompanyCompany from time to time).

Appears in 3 contracts

Samples: Merger Agreement (Vepf Vii SPV I, L.P.), Merger Agreement (KnowBe4, Inc.), Merger Agreement (Medallia, Inc.)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), or by (i) either Parent or the Company pursuant to Section 7.1(g), or (ii) the Parent pursuant to Section 7.1(c8.1(c) and at such time the Company could have validly terminated this Agreement pursuant to Section 7.1(g8.1(g) or Section 8.1(i), then in either case the Parent must promptly (and in any event must, within five two Business Days) Days following such termination termination, pay or cause to be paid to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the CompanyCompany from time to time).

Appears in 2 contracts

Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)

Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(h) 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(g8.1(j), then in either case the Parent must promptly (and in any event within five Business Days) following such termination pay to the Company $24,258,870 136,857,000 in cash (the “Parent Termination Fee”), ) in accordance with the payment instructions which have been provided to the Parent by the CompanyCompany as of the Agreement Date, or as further updated by written notice by the Company from time to time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(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(g8.1(i), then in either case the Parent must promptly (and in any event within five Business Days) following such termination pay to the Company $24,258,870 256,000,000.00 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided to the Parent by the Company.

Appears in 1 contract

Samples: Merger Agreement (Ellie Mae Inc)

Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(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(g8.1(i), then in either case the Parent must promptly (and in any event within five Business Days) following such termination pay to the Company $24,258,870 136,857,000 in cash (the “Parent Termination Fee”), ) in accordance with the payment instructions which have been provided to the Parent by the CompanyCompany as of the Agreement Date, or as further updated by written notice by the Company from time to time.

Appears in 1 contract

Samples: Merger Agreement (Instructure Inc)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(e) or Section 8.1(i), or by (i) either Parent or the Company pursuant to Section 7.1(g), or (ii) the Parent pursuant to Section 7.1(c8.1(c) and at such time the Company could have validly terminated this Agreement pursuant to Section 7.1(g8.1(e) or Section 8.1(i), then in either case the Parent must promptly (and in any event must, within five two Business Days) Days following such termination termination, pay or cause to be paid to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the CompanyCompany from time to time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)

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Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(g) or Section 8.1(i) (ii) the or by Parent pursuant to Section 7.1(c) 8.1 after such time as the Company has complied with the respective requirements of, and thus at such time had the Company could have validly terminated right to terminate this Agreement pursuant to to, Section 7.1(g8.1(g) or Section 8.1(i)), then in either case the Parent must promptly (and in any event must, within five two Business Days) Days following such termination termination, pay or cause to be paid to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to an account designated in writing by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Everbridge, Inc.)

Parent Payment. (i) If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(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(g8.1(i), then in either case the Parent must promptly (and in any event must, within five two Business Days) Days following such termination termination, pay or cause to be paid to the Company $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the CompanyCompany from time to time).

Appears in 1 contract

Samples: Merger Agreement (Momentive Global Inc.)

Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 7.1(g), 8.1(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(g8.1(i), then in either case the Parent must promptly within two (and in any event within five 2) Business Days) Days following such termination pay or cause to be paid to the Company or its designee an amount equal to $24,258,870 in cash 11,055,000.00 (the “Parent Termination Fee”), ) by wire transfer of immediately available funds to an account or accounts designated in accordance with the payment instructions provided to the Parent writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Globalscape Inc)

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