Parent Termination Payment Clause Samples
Parent Termination Payment. (a) Parent shall pay to the Company a termination payment equal to $600,000,000 (the "Parent Termination Amount") in the event that this Agreement is terminated pursuant to this Article VIII, unless the Agreement is terminated (i) in circumstances where the Company is obligated to pay all or a portion of the Company Termination Amount pursuant to Section 8.6, (ii) following an intentional breach by the Company of its covenants or agreements that would result in a failure of the condition set forth in Section 7.2(a)(ii) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and that has not been cured prior to the date of termination of this Agreement, (iii) following a breach as of the date of this Agreement by the Company of any representation or warranty contained in this Agreement that would result in a failure of the condition set forth in Section 7.2(a)(i) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and that has not been cured prior to the date of termination of this Agreement or (iv) pursuant to Section 8.2(iii) following a Change in Recommendation or pursuant to Section 8.4(i) (the "Shareholder Approval/Recommendation Exception"), unless, in each of clauses (ii), (iii) or (iv), Parent has breached any of its representations, warranties, covenants or agreements that would result in a failure of the conditions set forth in Section 7.3(a) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and which breach has not been cured prior to the termination of this Agreement (the "Parent Breach Exception"); provided, however, that in the event that the sole reason that Parent is not obligated to pay to the Company the Parent Termination Amount is as a result of the Shareholder Approval/Recommendation Exception set forth in clause (iv) above, then Parent shall be obligated to pay $350,000,000 (the "Partial Parent Termination Amount") to the Company in the event the Agreement is terminated pursuant to Section 8.4(i) or pursuant to Section 8.2(iii) following a Change in Recommendation, under circumstances in which the Company is not obligated to pay all or a portion of the Company Termination Amount pursuant to Section 8.6 and where there exists a Material Parent Stock Price Decline as of the initial date of the C...
Parent Termination Payment. (a) If this Agreement is terminated pursuant to (i) Section 8.1.3, or (ii) Section 8.1.7, then, in any such case, Parent shall pay or cause to be paid to the Company a fee, in cash, equal to $18,000,000 (the “Parent Termination Fee”).
(b) The Parent Termination Fee shall be paid within five (5) Business Days after the termination of this Agreement, it being understood that in no event shall Parent be required to pay or cause to be paid the Parent Termination Fee on more than one occasion. Upon payment of the Parent Termination Fee (and any additional amounts payable under and in accordance with Section 8.3(d)), neither Parent nor any other member of the Parent Group shall have any further liability with respect to this Agreement or the transactions contemplated hereby (including the Debt Financing) to the Company or any other Person (whether at law, in equity, in contract, in tort or otherwise), and none of the Company, any Holder or any other Person shall have any claim or recourse against any member of the Parent Group as a result of the breach of any representation, warranty, covenant or agreement of Parent or Merger Sub, as applicable, contained herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (including the Debt Financing). For purposes hereof, “Parent Group” shall mean Parent, Merger Sub, and the Lenders and each of their respective former, current or future holders of any equity, partnership or limited liability company interests, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assigns.
Parent Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(iii) as a result of an intentional breach by Parent of any representation, warranty, covenant or agreement, then Parent shall pay to the Company a termination payment equal to (pound)236,000,000 (the "PARENT TERMINATION AMOUNT"), by wire transfer of immediately available funds. Such Parent Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination.
(b) In the event that:
(i) a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(i) (which clause relates to the board of directors of Parent withdrawing or modifying its recommendation of the Merger and/or any of the other matters subject to the Parent Votes);
(ii) this Agreement is terminated by the Company pursuant to Section 8.3(ii)(A) (which clause relates to a breach under the "no solicitation" or related obligations under Section 6.3);
(iii) this Agreement is terminated by the Company pursuant to Section 8.3(ii)(B) by reason of Parent or the board of directors of Parent recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the first proviso to Section 6.3(a); or
(iv) a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iv); then, in any such event, (A) Parent shall promptly (and in any event within two Business Days) following such termination, pay the Company, by wire transfer of immediately available funds, an initial termination payment equal to three-fifths (3/5) of the Parent Termination Amount, and (B) if, prior to or within nine (9) months following any such termination, (x) Parent executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of Parent recommends a third-party tender offer or exchange offer for the Parent Ordinary Shares, or (z) an Acquisition Proposal with respect to Parent is consummated, then, upon the occurrence of the first such event described in clause (x), (y) or (z) (a "POST-TERMINATION PARENT ACQUISITION PROPOSAL EVENT") Parent shall also promptly (and in any event within two Business Days after such event) pay the Company, by wire transfer of immediately...
Parent Termination Payment. (a) If, but only if, this Agreement is terminated by:
(i) either the Company or Parent pursuant to Section 8.01(b)(iii); or
(ii) the Company pursuant to Section 8.01(d)(iii) (but only in circumstances where the Company does not have a right to terminate pursuant to Section 8.01(b)(iii)), then Parent shall pay, or cause to be paid, to the Company or the Company’s designee(s), as the case may be, an amount in cash equal to, in the case of Section 8.04(a)(i), $13,700,000, or, in the case of Section 8.04(a)(ii), $18,200,000 (such applicable amount, the “Parent Termination Fee”).
(b) Any payments required to be made under Section 8.04(a) shall be made by wire transfer of same day funds to the account or accounts designated by the Company promptly, and in no event later than two (2) Business Days (such period to be calculated by reference to Business Days in Hong Kong) after the date of such termination.
(c) For the avoidance of doubt, any payment made by Parent under this Section 8.04 shall be payable only once with respect to this Section 8.04 and not in duplication even though such payment may be payable under one or more provisions hereof.
(d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.04 are an integral part of this Agreement and the transactions contemplated hereby and that without such agreements the Company, Parent and Merger Sub would not have entered into this Agreement. Accordingly, if Parent fails to pay the Parent Termination Fee due pursuant to this Section 8.04 or any portion thereof and, in order to obtain such payment, the Company commences a suit which results in an Order against Parent or Merger Sub for such amounts or any portion thereof, Parent shall pay to the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the amount of the Parent Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) and on the amount of such costs and expenses, in each case from and including the date payment of such amount was due to through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made.
Parent Termination Payment. Parent shall pay to the Company in cash and by way of compensation an amount equal to $41,600,000 (the “Parent Termination Payment”) by wire transfer of immediately available funds concurrently with the termination of this Agreement, in the event that:
(i) (A) this Agreement is terminated pursuant to Section 8.1(b)(ii) and (B) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (or, if any such conditions are by their nature to be satisfied at the Closing, are, on the date of such termination, capable of being satisfied) or waived by Parent and Merger Sub, other than the conditions set forth in Section 7.1(b) (to the extent that the applicable Restraint is related to any Antitrust and Foreign Investment Laws) or Section 7.1(c); or
(ii) this Agreement is terminated pursuant to Section 8.1(b)(i) (to the extent that the applicable Restraint is related to any Antitrust and Foreign Investment Laws).