Target Payments. (i) If (x) the Board of Directors of Target shall have withheld, withdrawn or modified in a manner adverse to Acquiror its recommendation in favor of adoption and approval of this Agreement and approval of the Merger, and at that time there shall not have occurred a Material Adverse Effect on Acquiror, (y) the Board of Directors of Target recommends a Target Superior Proposal to the stockholders of Target, or (z) Target fails to hold the Target Stockholders Meeting as required by this Agreement by September 30, 1997, Target shall pay to Acquiror an amount equal to $18,000,000 within one business day following the earlier to occur of (A) termination of this Agreement pursuant to Section 7.1(b) or 7.1(e) hereof and (B) a Target Negative Vote (as defined below); (ii) If no payment shall be required pursuant to clause 7.3(b)(i) above, and if (x) the vote of the stockholders of Target approving and adopting this Agreement and approving the Merger shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at a meeting of stockholders duly convened therefor or at any adjournment thereof (a "TARGET NEGATIVE VOTE") and (y) prior to such Target Negative Vote there shall have occurred an Acquisition Proposal with respect to Target which shall have been publicly disclosed and not withdrawn (a "TARGET COMPETING PROPOSAL") and (z) (i) within 12 months of such Target Negative Vote, Target shall enter into a definitive agreement with respect to an Acquisition Proposal with the party (or any affiliate of the party) that made the Target Competing Proposal or an Acquisition Proposal with such party (or any such affiliate) with respect to Target shall have been consummated or (ii) within 6 months following such Target Negative Vote, Target shall enter into a definitive agreement with respect to an Acquisition Proposal with any other party or an Acquisition Proposal with any other party with respect to Target shall have been consummated, then, provided that there shall have not occurred a Material Adverse Effect on Acquiror prior to the Target Negative Vote, Target shall pay to Acquiror an amount equal to $18,000,000 within one business day following demand therefor after the occurrence of the events set forth in (x) and (y) and either (z)(i) or (z)(ii) above; and (iii) If (A) payment is required pursuant to clauses 7.3(b)(i) or (ii) above, (B) if there shall otherwise be a Target Negative Vote or (C) if this Agreement is terminated by Acquiror pursuant to Section 7.1(h) or 7.1(j) then Target shall pay to Acquiror an amount equal to $3,000,000 within one business day following demand therefor.
Appears in 4 contracts
Samples: Merger Agreement (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)