Stockholder Termination Fee Clause Samples

Stockholder Termination Fee. In the event that any Acquisition Proposal is consummated, then Stockholder shall pay to Parent as soon as practicable, but in no event later than two business days after receipt of the consideration paid to the Stockholder in connection with such Acquisition Proposal an amount (the "Stockholder Termination Fee") equal to the product of (x) the number of Shares Beneficially Owned by the Stockholder (for himself or for the benefit of another Person), multiplied by (y) the excess of the per share value of consideration paid or payable in consequence of consummation of the Acquisition Proposal (with the value of any non-cash consideration being determined by agreement of Parent and the Stockholder or, failing such agreement within 10 business days of consummation of such Acquisition Proposal, as provided below) over the Merger Consideration (as defined in the Merger Agreement). In the case of options on Shares, to the extent the same are canceled for a payment in cash (the "Option Payment"), the amount due hereunder shall be the amount by which the Option Payment exceeds the product of (a) the number of Shares underlying such options and (b) the Merger Consideration (as defined in the Merger Agreement). In the event that the consideration paid or payable in consequence of consummation of the Acquisition Proposal: (i) consists solely of cash, then the Stockholder Termination Fee shall be payable solely in cash, or (ii) consists of cash and other non-cash property, or solely non-cash property, then the Stockholder Termination Fee shall be payable in cash and such non-cash property in the same proportion as the cash bears to the value of the non-cash property issued or issuable in consequence of consummation of the Acquisition Proposal (as such value is determined herein). If Parent and the Stockholder, as the case may be, fail to agree promptly on the value of such non-cash consideration, then the parties shall appoint an independent investment banking firm reasonably acceptable to Parent and the Stockholder to act as arbitrator (the "Arbitrator"). Upon the selection of the Arbitrator, Parent on the one hand and the Stockholder, on the other hand, shall deliver to the Arbitrator and to each other their last and final offer concurrently in writing (the "Certified Offers"). The Certified Offers shall list one amount which the submitting party asserts is the appropriate valuation of such non-cash consideration as of the date of submittal. The Arbitrator's sole rol...