Payment of Break Fee Sample Clauses

Payment of Break Fee. Subject to clauses 8.5 and 8.6 and provided that APD is not entitled to terminate this deed or give a notice in accordance with clause 11.1 at the time of the relevant event, APD must pay Bidder the Break Fee, without set-off or withholding and within 10 Business Days after receipt of a written demand from Bidder, if any of the following events occur: (a) before the Second Court Date, an APD Director: (i) fails to recommend that APD Securityholders vote in favour of the resolutions to approve the Schemes in the manner described in clause 2.3(a); (ii) publicly changes or withdraws his or her recommendation that APD Securityholders vote in favour of the resolutions to approve the Schemes; (iii) publicly withdraws or adversely changes his or her statement that he or she intends to vote (or procure the voting of) all APD Securities in which he or she holds a Relevant Interest in favour of the Schemes; or (iv) publicly recommends a Competing Proposal, other than where the Independent Expert has concluded that the Schemes are not or are no longer in the best interests of APD Securityholders (except in circumstances where the Independent Expert reaches that conclusion as a result of a Competing Proposal); (b) Bidder terminates this deed in accordance with clause 11.1(b); or (c) a Competing Proposal is publicly announced by a Third Party after the date of this deed and before the Second Court Date, and, within 9 months after such announcement, the Third Party making the Competing Proposal acquires all or a majority of the APD Securities or otherwise acquires Control of APD or all or substantially all of APD Group’s business and undertakings.
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Payment of Break Fee. Subject to clauses 8.5, 8.6 and 8.7, and provided that OZL is not entitled to terminate this deed in accordance with clause 11.1(b), OZL must pay BHP the Break Fee, without set- off or withholding and within 10 Business Days after receipt of a written demand from BHP, if any of the following events occur: (a) on or before the Effective Date, an OZL Director: (i) fails to recommend, publicly change or adversely changes, modifies or withdraws his or her recommendation that OZL Shareholders vote in favour of the resolution to approve the Scheme or otherwise makes a public statement indicating that he or she no longer supports the Scheme; or (ii) publicly recommends a Competing Proposal, other than where: (A) the Independent Expert has concluded that the Scheme is not or is no longer in the best interests of OZL Shareholders (other than where such conclusion is as a result of a Competing Proposal that has been proposed or announced); or (B) OZL has validly terminated this deed in accordance with clause 11.1; (b) BHP validly terminates this deed in accordance with clause 11.1(b); or (c) a Competing Proposal is publicly announced by a Third Party after the date of this deed and before the Effective Date, and, within 12 months after such announcement, the Third Party making the Competing Proposal completes the Competing Proposal or acquires all or a majority of the OZL Shares or otherwise acquires Control of OZL; or (d) at any time before termination of this deed, XXX enters into any agreement with a Third Party in respect of a Competing Proposal under which that Third Party and OZL agree to undertake or give effect to such Competing Proposal.
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Payment of Break Fee. ‌ Subject to clauses 7.5 and 7.6, Vault must pay Xxxxxxx the Break Fee, without set-off or withholding and within 10 Business Days after receipt of a written demand from Xxxxxxx, if any of the following events occur: (a) before the Second Court Date, a Vault Director: (i) changes or modifies or withdraws his or her recommendation that Vault Shareholders vote in favour of the resolution to approve the Scheme, or takes any other action that is inconsistent with such recommendation; (ii) states that he or she will or may not vote (or cause to be voted) all Vault Shares he or she owns or controls in favour of the resolution to approve the Scheme; or (iii) recommends, supports or endorses a Competing Proposal, other than in circumstances where the Independent Expert has concluded that the Scheme is not or is no longer in the best interests of Vault Shareholders, except where that conclusion is due (in whole or in part) to the existence of a Competing Proposal; (b) Xxxxxxx terminates this deed in accordance with clause 10.1(b); or (c) a Competing Proposal is announced or made before the Second Court Date, and, within 12 months after such announcement or Competing Proposal being made, the Third Party or one or more Associates of that Third Party: (i) acquires a Relevant Interest or voting power in all or a majority of the Vault Shares, or acquires all or a majority of the Vault Group’s business or assets or otherwise acquires Control of Vault; or‌ (ii) enters into any agreement with Vault to undertake or implement a transaction involving any acquisition of a kind referred to in clause 7.2(c)(i).
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Payment of Break Fee. Subject to clauses 9.5 and 9.6, DuluxGroup must pay Nippon Paint the Break Fee, without set-off or withholding, except as required by any law relating to Tax, and within 10 Business Days after receipt of a written demand from Nippon Paint, if any of the following events occur: (a) before the Second Court Date, a DuluxGroup Director: (i) changes, withdraws or adversely modifies his or her recommendation that DuluxGroup Shareholders vote in favour of the resolution to approve the Scheme; or (ii) publicly recommends a Competing Proposal, other than where the Independent Expert has concluded that the Scheme is not or is no longer in the best interests of DuluxGroup Shareholders (including in any updated or supplementary Independent Expert’s Report released, or which will be released, to ASX) except where the Independent Expert states that or to the effect that this conclusion is due to the existence of a Competing Proposal; (b) Nippon Paint terminates this deed in accordance with clause 12.1(b); (c) a Competing Proposal is publicly announced by a Third Party after the date of this deed and before the Second Court Date, and, within 6 months after such announcement, the Third Party making the Competing Proposal acquires all or a majority of the DuluxGroup Shares or otherwise acquires Control of DuluxGroup; or (d) at any time before termination of this deed or the Implementation Date, DuluxGroup enters into any arrangement, agreement or understanding (in writing or otherwise) to implement a Competing Proposal, unless, prior to such occurrence (or, in the case of paragraph (b) only, prior to Nippon Paint giving DuluxGroup notice in accordance with clause 12.1(b)), DuluxGroup has given notice to Nippon Paint in accordance with clause 12.1(b) and the relevant circumstances set out in such notice have not been remedied in accordance with clause 12.1(b)(ii), or notice in accordance with clause 3.5(c).
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Payment of Break Fee. The Corporation shall pay the Break Fee to the Offeror (i) in the event of any termination of this Agreement pursuant to paragraph (e) of Section 6.1 or pursuant to paragraph (b) or (d) of Section 6.2, or (ii) in the event that an Acquisition Proposal made by a person other than the Offeror shall be publicly announced or communicated to the Corporation prior to the termination hereof and consummated within twelve (12) months of the date of this Agreement or six (6) months after termination of this Agreement whichever shall occur later. Such Break Fee shall be payable by bank draft or wire transfer no later than the first business day following the termination of this Agreement in the circumstances described in (i) above or the first business day following the consummation of the Acquisition Proposal in the circumstances described in (ii) above.
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Payment of Break Fee. Subject to clauses 12.3, 12.6 and 12.7, Gloucester must pay Bidder the Break Fee: (a) if: (1) the Independent Expert concludes that the Scheme is in the best interest of Gloucester Shareholders and the Independent Expert has not withdrawn or changed that conclusion; (2) each Merger Ratio Dispute Notice (if any) that has been given under clause 3.9 has been resolved; and (3) there is no Superior Proposal, and the Gloucester Board (or a majority of the Gloucester Board) do not make a public statement recommending that Gloucester Shareholders vote in favour of the Transaction Resolutions within 10 Business Days of those conditions being satisfied, unless they have within those 10 Business Days obtained (and provided to the Bidder, subject to such arrangements for the preservation, to the extent possible, of legal professional privilege, as Gloucester may reasonably require) written advice both from a Queens Counsel or Senior Counsel practising in public company mergers and acquisitions law and from a major Australian law firm that so recommending would be likely to constitute a breach of the Gloucester Board's (or the majority of the Gloucester Board's) fiduciary or statutory duties; (b) if at any time after the time that the Gloucester Board (or a majority of the Gloucester Board) makes a public statement recommending that Gloucester Shareholders vote in favour of the Transaction Resolutions but on or before the earlier of the End Date and the time the Court makes, or refuses to make, an order approving the Scheme: (1) the Gloucester Board (or a majority of the Gloucester Board) makes a public statement withdrawing or adversely changing or modifying its or their recommendation that Gloucester Shareholders vote in favour ME_97945566_1 (W2003x) of the Transaction Resolutions or makes a recommendation or statement that is inconsistent with such recommendation or statement; or (2) without limiting the foregoing, the Gloucester Board (or a majority of the Gloucester Board) makes a public statement indicating that they no longer support the Transactions or that they support another transaction (including a Competing Proposal), but excluding in either case where the reason for the withdrawal, change or modification of recommendation is that: (3) the Independent Expert has changed or withdrawn its conclusion that the Scheme is in the best interest of Gloucester Shareholders (unless that change in or withdrawal of the Independent Expert’s conclusion is as a result of...
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Payment of Break Fee. MSF agrees to pay Mitr Phol the Break Fee if, at any time after making of the announcement referred to in clause 12, any of the following circumstances occur: (a) a Competing Transaction is announced during the Exclusivity Period and at any time during the Exclusivity Period or on or prior to the date six months after end of the Exclusivity Period the maker of the Competing Transaction or its associates acquires a Relevant Interest in more than 15% of MSF Shares; (b) any director of MSF does not recommend the Offer to MSF Shareholders or, having recommended it, withdraws his or her recommendation of the Takeover Bid unless: (i) this agreement has already been terminated by MSF under clause 11.1(a) or 11.1(c) (for a breach by Mitr Phol); or (ii) the Independent Expert determines that the Offer is not fair and is not reasonable; or (c) Mitr Phol terminates this agreement in accordance with clause 11.1(a) or clause 11.1(c).
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Payment of Break Fee. 2.1 Subject to paragraph 2.2, Albemarle must pay MRL (or such other entity as directed by MRL) US$100,000,000 (Break Fee) into an account designated by MRL by way of electronic transfer of Immediately Available Funds, without set-off or withholding and within 10 Business Days after receipt of a written demand from MRL, if: (a) Wodgina Lithium or Albemarle Wodgina terminates the Wodgina ASSSA under clause 2.6(b)(i) of the Wodgina ASSSA; or (b) Wodgina Lithium terminates the Wodgina ASSSA under clause 2.6(e) of the Wodgina ASSSA. 2.2 The Break Fee in paragraph 2.1 is not payable if the Wodgina ASSSA is terminated under clause 2.6(b)(i) of the Wodgina ASSSA where either: (a) a Condition under the Wodgina ASSSA was not satisfied or waived by the Conditions Precedent Date because either Wodgina Lithium or MRL have breached or repudiated their obligations under the Wodgina ASSSA or the MRL Xxxxxxxx ASA; or (b) the Condition in clause 2.1(a)(i) of the Wodgina ASSSA was not satisfied or waived by the Conditions Precedent Date because the Federal Treasurer proposed or imposed a condition on his or her clearance or approval which Xxxxxxxxx Xxxxxxx was willing to accept but Wodgina Lithium was not prepared to accept.
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Payment of Break Fee. The Corporation shall pay the Break Fee to the Offeror (i) in the event of any termination of this Agreement pursuant to paragraph (b) or (d) of Section 6.2, or (ii) in the event that an Acquisition Proposal made by a person other than the Offeror shall be publicly announced or communicated to the Corporation prior to the termination hereof and consummated within twelve (12) months of the date of this Agreement or six (6) months after termination of this Agreement whichever shall occur later. Such Break Fee shall be payable by bank draft or wire transfer no later than the first business day following the termination of this Agreement in the circumstances described in (i) above or the first business day following the consummation of the Acquisition Proposal in the circumstances described in (ii) above.
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Related to Payment of Break Fee

  • Late Payment Charge If any principal, interest or any other sums due under the Loan Documents (including the amounts due on the Maturity Date) are not paid by Borrower on or prior to the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the Maximum Legal Rate in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgages and the other Loan Documents to the extent permitted by applicable law.

  • Late Payment Fees If you have not paid a bill by the pay-by date, we may require you to pay a late payment fee, which is part of our standing offer prices published on our website.

  • Company Termination Fee (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i). (ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).

  • Termination Fees (a) If, but only if, the Agreement is terminated by: (i) either Parent or the Company pursuant to Section 7.1(b)(i) or by Parent pursuant to Section 7.1(d)(i) and (A) a Competing Proposal has been made to the Company after the date hereof and has not been withdrawn prior to the termination of this Agreement, and (B) within twelve (12) months after the termination of this Agreement, the Company (1) enters into a definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 7.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with such termination; (iii) Parent pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee not later than the second (2nd) Business Day following such termination; or (iv) the Company pursuant to Section 7.1(c)(v), and within twelve (12) months after the termination of this Agreement, the Company (1) enters into a definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided, however, that for purposes of this Section 7.3(a)(iv), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”). (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall the Company or Parent be required to pay the Termination Fee on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of the Transactions, (ii) the Termination Fee is not a penalty but a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 7.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company or its successors for the payment of any amount set forth in this Section 7.3, the Company or its successors shall pay Parent its reasonable, documented out-of-pocket costs and expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

  • Break-Up Fee On the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

  • Late Payment Fee Students will be assessed a late payment fee if acceptable payment arrangements are not made by the due date indicated on the statement. Acceptable payment arrangements include payment in full, pending financial aid, approved third-party billing (i.e. veterans) and an active and current payment plan with the Bursar’s Office.

  • Late Payment Charges If any undisputed amount due on a billing statement is not received by the billing Party by the Bill Due Date, the billing Party shall calculate and assess, and the billed Party agrees to pay, a late payment charge on the past due balance equal to one and one-half (1 ½%) percent per month or the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the Bill Date until the date on which such payment is made. Such late payment charges shall be included on the billing Party’s next statement to the billed Party.

  • Monthly Fees ACS will xxxx Customer each month during the term of this Agreement based on number of "Actions" which occurred during the prior month. The definition of "Actions" and fees for each Action will be documented in each Task Order. Customer shall cause ACS to be paid the foregoing fees on a monthly basis within thirty (30) days of ACS' delivery of an invoice for the preceding month's Actions.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3 and Section 6.12, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

  • Payment of GST Payment of the additional amount will be made at the same time as payment for the supply is required to be made under this Contract.

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