Parent Termination Fee. In the event that this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a), then Parent shall, within two Business Days after such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasion.
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Samples: Merger Agreement (Advaxis, Inc.), Merger Agreement (Advaxis, Inc.), Merger Agreement (Ayala Pharmaceuticals, Inc.)
Parent Termination Fee. In the event that If this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a11.01(d)(ii), then Parent shall, shall pay to the Company an amount in immediately available funds equal to $40,000,000 (the “Parent Termination Fee”) within two three Business Days after such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasiontermination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)
Parent Termination Fee. In the event that this Agreement is validly terminated (x) by Parent pursuant to Section 7.4(c7.1(g) or (y) by the Company pursuant to Section 7.3(a7.1(i), then Parent shallshall pay or cause to be paid the Parent Termination Fee to the Company promptly, and in any event within two (2) Business Days after following such termination in termination, by wire transfer of same day funds to one or more accounts designated by the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasionCompany.
Appears in 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Parent Termination Fee. In the event that this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a8.4(a) but solely as a result of Parent’s or Acquisition Sub’s breach of Section 6.7 or Section 8.4(c), then Parent shall, shall pay to the Company $4,375,000 (the “Parent Termination Fee”) within two Business Days after business days of such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasiontermination.
Appears in 2 contracts
Samples: Merger Agreement (Fortress Biotech, Inc.), Merger Agreement (National Holdings Corp)
Parent Termination Fee. In the event that If this Agreement is validly terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a7.3(b) or Section 7.3(c), then Parent shall, shall promptly (and in any event within two Business Days after 5 business days) following such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay to the Company $5,000,000 in cash (the “Parent Termination Fee”). In no event All payments under this Section 7.5(c) shall Parent be required made by wire transfer of immediately available funds to pay the Termination Fee on more than one occasionaccount set forth in Schedule 7.5(c).
Appears in 2 contracts
Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
Parent Termination Fee. In the event that If this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) for any reason other than as set forth in Sections 8.2 or (y) 8.4, or if this Agreement is terminated by the Company pursuant to by reason of Section 7.3(a)8.3, then Parent shall, within two Business Days after such termination in shall pay Company a fee equal to $2,000,000 (the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the "Parent Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasion").
Appears in 2 contracts
Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Wasatch Interactive Learning Corp)
Parent Termination Fee. In the event that (a) If this Agreement is terminated by (x) by Parent the Company pursuant to and in accordance with Section 7.4(c7.1(e) or Section 7.1(i) or (y) by the Company or Parent pursuant to and in accordance with Section 7.1(c) if, at the time of such termination, the Company would have been entitled to terminate this Agreement pursuant to Section 7.3(a7.1(e) or Section 7.1(i), then Parent shallshall pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds within two (2) Business Days after such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasiontermination.
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Parent Termination Fee. (i) In the event that this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a8.3(c), then Parent shall, within two Business Days after such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), shall pay to the Company a termination fee of $560,000,000 (the “Parent Termination Fee. ”) in accordance with this Section 8.5(c);
(ii) In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Payment of the Parent Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by the Company promptly, but in no event later than two (2) business days after termination by the Company pursuant to Section 8.3(c).
Appears in 1 contract
Samples: Merger Agreement (CSC Holdings LLC)
Parent Termination Fee. In the event that If, but only if, this Agreement is validly terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a8.01(f) or Section 8.01(i), or is otherwise terminated when terminable pursuant to Section 8.01(f) or Section 8.01(i), then Parent shallshall pay, within two Business Days after such termination in the case of clause (y) or concurrently with such termination in the case of clause (x)cause to be paid, pay to the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasionwithin five (5) Business Days following such termination.
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Parent Termination Fee. In the event that (i) If this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a)10.1(g) or a Qualifying Breach Termination, then Parent shallshall pay the Parent Termination Fee to the Company in immediately available funds, within two (2) Business Days after such receipt of the Company’s valid termination in the case of clause (ynotice pursuant to Section 10.1(g) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasiona Qualifying Breach Termination.
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
Parent Termination Fee. In the event that this Agreement is validly terminated (x) by Parent pursuant in accordance with Section 8.1(c)(ii), then, subject to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a8.2(e), then Parent shallshall promptly, within but in no event later than two (2) Business Days after the date of such termination in the case of clause (y) or concurrently with such termination in the case of clause (x)termination, pay or cause to be paid to the Company (or its designees) the Parent Termination Fee. In Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion).
Appears in 1 contract
Parent Termination Fee. In the event that this Agreement is validly terminated (xin accordance with Section 8.1(c)(i) by Parent pursuant or Section 8.1(c)(ii), then, subject to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a8.2(d), then Parent shallshall promptly, within but in no event later than two (2) Business Days after the date of such termination in the case of clause (y) or concurrently with such termination in the case of clause (x)termination, pay or cause to be paid to the Company (or its designees) the Parent Termination Fee. In Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion).
Appears in 1 contract
Samples: Merger Agreement (China Nuokang Bio-Pharmaceutical Inc.)
Parent Termination Fee. In the event that If this Agreement is validly terminated (x) by Parent pursuant to Section 7.4(c) or (y) by the Company pursuant to Section 7.3(a7.01(f) or Section 7.01(g), then Parent shallshall promptly pay the Parent Termination Fee to the Company or its designee, within two (2) Business Days after following the date of such termination in the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasiontermination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navigant Consulting Inc)
Parent Termination Fee. In the event that If this Agreement is terminated (x) by Parent pursuant to Section 7.4(c) for any reason other than as set forth in Sections 8.2 or (y) 8.4, or if this Agreement is terminated by the Company pursuant to by reason of Section 7.3(a)8.3, then Parent shall, within two Business Days after such termination in shall pay Company a fee equal to $2,000,000 (the case of clause (y) or concurrently with such termination in the case of clause (x), pay the Company the “Parent Termination Fee. In no event shall Parent be required to pay the Termination Fee on more than one occasion”).
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