Parent Termination Payment Sample Clauses

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...
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Parent Termination Payment. (a) If, but only if, this Agreement is terminated by:
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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”).
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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:
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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.
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Parent Termination Payment. 15.4 If:
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Related to Parent Termination Payment

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. In addition, in the event of a termination by the Company under Section 6(b) or 6(d), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of USFloral, the Company, and Employee under this Agreement shall cease as of the effective date of termination, except that Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Employment Termination Date The Employment Termination Date shall be as follows: (i) if the Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if the Executive’s employment is terminated pursuant to any other provision of this Agreement, the date specified in the Notice of Termination (the “Employment Termination Date”).

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