Common use of Target's Breakup Fee Clause in Contracts

Target's Breakup Fee. If the Acquiror shall terminate this Agreement under circumstances other than those permitted in Section 7(a), (b) or (d) hereof, or if the Target terminates pursuant to Section 7(c)(i) (other than for breaches of the representations and warranties set forth in Section 4(i) or 4(j)), the Acquiror shall promptly pay to the Target (A) a fee equal to $500,000, which amount shall be payable in same day funds; plus (B) upon receipt of an invoice or invoices therefor an amount equal to out-of-pocket expenses, including fees and expenses paid to investment bankers, lawyers, accountants, and other service providers, incurred in connection with the transactions contemplated by the Agreement. If not paid when due, amounts payable pursuant to this Section 8(c) shall bear interest at the rate of 10% per annum. The Acquiror acknowledges that the agreements contained in this Section 8(c) (i) reflect reasonable compensation to the Target for undertaking the Merger and risking the loss of benefits of the Merger under the circumstances contemplated by this Section 8(c), (ii) were agreed for the purpose of inducing the Target to execute this Agreement and undertake its obligations hereunder, and (iii) are an integral part of the transactions contemplated by the Parties in this Agreement, and without these agreements, the Target would not have entered into this Agreement.

Target's Breakup Fee. If the Acquiror shall terminate this Agreement under circumstances other than those permitted in Section 7(a), (b) or (d) hereof, or if the Target terminates pursuant to Section 7(c)(i) (other than for breaches of the representations and warranties set forth in Section 4(i4(g) or 4(j4(h)), the Acquiror shall promptly pay to the Target (A) a fee equal to $500,000, which amount shall be payable in same day funds; plus (B) upon receipt of an invoice or invoices therefor an amount equal to out-of-pocket expenses, including fees and expenses paid to investment bankers, lawyers, accountants, and other service providers, incurred in connection with the transactions contemplated by the Agreement. If not paid when due, amounts payable pursuant to this Section 8(c) shall bear interest at the rate of 10% per annum. The Acquiror acknowledges that the agreements contained in this Section 8(c) (i) reflect reasonable compensation to the Target for undertaking the Merger and risking the loss of benefits of the Merger under the circumstances contemplated by this Section 8(c), (ii) were agreed for the purpose of inducing the Target to execute this Agreement and undertake its obligations hereunder, and (iii) are an integral part of the transactions contemplated by the Parties in this Agreement, and without these agreements, the Target would not have entered into this Agreement.

Target's Breakup Fee. If the Acquiror shall terminate this Agreement under circumstances other than those permitted in Section 7(a), (b) or (d) hereof, or if the Target terminates pursuant to Section 7(c)(i) (other than for breaches of the representations and warranties set forth in Section 4(i4(g) or 4(j4(h)), the Acquiror shall promptly pay to the Target (A) a fee equal to $500,000, which amount shall be 25 27 payable in same day funds; plus (B) upon receipt of an invoice or invoices therefor an amount equal to out-of-pocket expenses, including fees and expenses paid to investment bankers, lawyers, accountants, and other service providers, incurred in connection with the transactions contemplated by the Agreement. If not paid when due, amounts payable pursuant to this Section 8(c) shall bear interest at the rate of 10% per annum. The Acquiror acknowledges that the agreements contained in this Section 8(c) (i) reflect reasonable compensation to the Target for undertaking the Merger and risking the loss of benefits of the Merger under the circumstances contemplated by this Section 8(c), (ii) were agreed for the purpose of inducing the Target to execute this Agreement and undertake its obligations hereunder, and (iii) are an integral part of the transactions contemplated by the Parties in this Agreement, and without these agreements, the Target would not have entered into this Agreement.