Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) Section ‎8.1(g) or (ii) Section 8.1(i), then Parent must promptly (and in any event within two (2) Business Days ) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Diversey Holdings, Ltd.)

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Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) Section ‎8.1(g8.1(g) or (ii) Section 8.1(i), then Parent must promptly (and in any event within two (2) Business Days Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Cision Ltd.)

Parent Termination Fee. If this Agreement is validly terminated by the Company pursuant to (i) Section ‎8.1(g8.1(g) or Section 8.1(i) (iior by the Company under Section 8.1(c) at a time when the Company is entitled to terminate under Section 8.1(g) or Section 8.1(i)), then Parent must promptly (and in any event within two (2) Business Days ) following such termination shall pay, or cause to be paid, to the Company an amount equal to $4,500,000.00 (the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the CompanyFee”) within two Business Days following such termination.

Appears in 1 contract

Samples: Merger Agreement (Omnicomm Systems Inc)

Parent Termination Fee. If this Agreement is validly terminated (i) by the Company pursuant to (i) Section ‎8.1(g8.1(g) or Section 8.1(i) or (ii) by Parent pursuant to Section 8.1(c) and at such time the Company could have terminated this Agreement pursuant to Section 8.1(g) or Section 8.1(i), then Parent must promptly (and in any event within two (2) Business Days Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Instructure Holdings, Inc.)

Parent Termination Fee. If this Agreement is validly terminated by the Company pursuant to (i) Section ‎8.1(g7.04(b) (or by Parent pursuant to Section 7.02(a) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 7.04(b)) or (ii) Section 8.1(i7.04(c), then then, in each such case, Parent must promptly (and in any event within two (2) Business Days ) following such termination shall pay, or cause to be paid, to the Company the Parent Termination Fee or its designee (by wire transfer of immediately available funds to an account or accounts designated in writing by funds), within three (3) Business Days after such termination, the CompanyParent Termination Fee.

Appears in 1 contract

Samples: Merger Agreement (Midwest Holding Inc.)

Parent Termination Fee. If this Agreement is validly terminated pursuant to (iSection 8.1(g) Section ‎8.1(g) for Parent’s or (ii) Merger Sub’s Willful and Material Breach or Section 8.1(i), then Parent must promptly (and in any event within two (2) Business Days Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the CompanyCompany if one has been so designated by Company following request therefor (or if not so designated, as promptly as possible thereafter such designation).

Appears in 1 contract

Samples: Merger Agreement (Del Frisco's Restaurant Group, Inc.)

Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) by the Company pursuant to Section ‎8.1(g8.1(g) or Section 8.1(i) or (ii) by the Company or Parent pursuant to Section 8.1(c) (at a time at which the Company had the right to terminate this Agreement pursuant to Section 8.1(g) or Section 8.1(i)), then Parent must shall promptly (and in any event within two three (23) Business Days Days) following such termination pay, or cause to be paid, to pay the Company a termination fee of $269,300,000 (the Parent Termination Fee Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Powerschool Holdings, Inc.)

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Parent Termination Fee. If Parent agrees that, if the Company shall terminate this Agreement is validly terminated pursuant to (i) pursuant to Section ‎8.1(g8.01(b)(i) and, at the time of such termination, the conditions set forth in Section 7.01 and Sections 7.02(a) and (b) have been satisfied, or (ii) pursuant to Section 8.1(i8.01(d)(i), then in either such case Parent must promptly shall pay to the Company a fee of 3.00% of the Merger Consideration (and the “Parent Termination Fee”) in any event within immediately available funds no later than two (2) Business Days ) following such termination pay, or cause to be paid, to after written notice from the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Companysuch termination.

Appears in 1 contract

Samples: Merger Agreement (Industrial Distribution Group Inc)

Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) Section ‎8.1(g8.1(g) or (ii) Section 8.1(i), then Parent must promptly (and in any event within two (2) Business Days Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Merger Agreement (Civitas Solutions, Inc.)

Parent Termination Fee. If If, but only if, this Agreement is validly terminated (x) by the Company pursuant to (i) Section ‎8.1(g9.01(f) or (ii) Section 8.1(i9.01(i), then or (y) by the Company or Parent must promptly (pursuant to Section 9.01(b) and in any event within two (2) Business Days ) following at the time of such termination the Company could have terminated this Agreement pursuant to Section 9.01(f) or Section 9.01(i), Parent shall pay, or cause to be paid, to the Company within five (5) Business Days following such termination the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the CompanyFee.

Appears in 1 contract

Samples: Merger Agreement (Syneos Health, Inc.)

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