SunRice Break Fee Clause Samples

SunRice Break Fee. 11.1 Payment by SunRice to Ebro (a) ▇▇▇▇▇▇▇ agrees to pay to Ebro A$3,148,000 (exclusive of GST) (SunRice Break Fee) if at any time during the term of this agreement a Competing Proposal is announced and within nine (9) months thereafter the Competing Proposal is implemented or becomes free of any defeating conditions. For the avoidance of doubt and if relevant, this obligation survives termination of this agreement for the requisite nine (9) month period. (b) SunRice must pay Ebro the SunRice Break Fee within 10 Business Days of receipt by SunRice of a demand for payment from Ebro made after the occurrence of the event referred to in clause 11.1(a). SunRice's obligation to make the payment referred to in this clause will be satisfied by the payment of the relevant amount in immediately available funds to the account nominated by Ebro for the purposes of this clause. (c) For the avoidance of doubt, the SunRice Break Fee is payable only once and is not payable merely because the resolution submitted to the Scheme Meetings in respect of the Scheme is not approved by the majorities required under section 411(4)(a)(ii) of the Corporations Act or the EGM Resolutions are not passed by the requisite majorities. (d) Notwithstanding the occurrence of any event described in clause 11.1(a), no amount will be payable by SunRice to Ebro under this clause 11.1(a) if: (i) the Scheme becomes Effective. To the extent any amounts have already been paid under this clause 11.1 and the Scheme becomes Effective, such amounts shall be refunded to SunRice within two Business Days of the Scheme becoming Effective; or (ii) prior to the SunRice Break Fee becoming payable to Ebro, SunRice has validly terminated this agreement pursuant to any of clauses 10.1(a)(i), 10.1(b)(i), and 10.1(b)(ii)(A). (e) Ebro acknowledges and agrees that its sole remedy against SunRice in relation to any event referred to in clauses 11.1(a) will be to seek and enforce payment of the SunRice Break Fee. (f) The SunRice Break Fee is only payable once and the maximum amount payable by SunRice under this clause 11.1 is A$3,148,000 (exclusive of GST).