Termination Fee and Expense Reimbursement. (a) In the event that this Agreement is validly terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(c)(i) (provided that with respect to Section 8.1(b)(i) and Section 8.1(c)(i), the Requisite Company Stockholder Vote has not been obtained) and (i) a Takeover Proposal was publicly proposed or announced by any Person (including, without limitation, the Company or the Person making the Takeover Proposal) or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder), in each case after May 4, 2021 and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)), and (ii) within twelve (12) months of such termination the Company shall consummate a Takeover Proposal or enter into a definitive agreement for a Takeover Proposal that is subsequently consummated (within such twelve (12)-month period or within six (6) months thereafter) with the Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) that made the Takeover Proposal in sub-clause (i), then, on the date of consummation of such transaction, the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”.
(b) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), then, prior to or concurrently with such termination, the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent.
(c) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii), then the Company shall promptly, but in no event later than five (5) Business Days after the date of such termination, pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent.
(d) The parties agree and understand that in no event shall the Company be required to pay the Termination F...
Termination Fee and Expense Reimbursement. (a) Agnico-Eagle shall be entitled to a termination fee in the amount of $21,000,000 (the “Termination Fee”), representing approximately 3% of the aggregate value of the consideration payable under the Offer, upon the occurrence of any of the following events (each a “Termination Fee Event”), which shall be paid to Agnico-Eagle by the Company within the period of time specified in respect of each such Termination Fee Event (provided there shall be no duplication of the Company’s obligation to pay the Termination Fee under this Section 7.4(a) if more than one of the events specified herein should occur):
(i) the Board of Directors shall for any reason, unless there shall have occurred an Agnico-Eagle Material Adverse Change, have (A) withdrawn its recommendation in favour of the Offer or changed its recommendation in a manner adverse to the Offeror or that has substantially the same effect as the withdrawal thereof, or (B) approved or recommended acceptance of any Acquisition Proposal or (C) resolved to do any of the foregoing prior to the Expiry Time, in which case the Termination Fee shall be paid to the Agnico-Eagle on the second business day following such action; or
(ii) prior to the Expiry Time, the Board of Directors shall have failed to reaffirm its recommendation of the Offer by press release within 48 hours after the public announcement or commencement of any Acquisition Proposal (or in the event that the Offer is scheduled to expire within such 48 hours prior to the scheduled expiry of the Offer), in which case the Termination Fee shall be paid to Agnico-Eagle on the second business day following the expiry of such 48 hour period; or
(iii) the Company shall have recommended or approved the acceptance of an Acquisition Proposal, in which case the Termination Fee shall be paid to Agnico-Eagle on the second business day following such action; or
(iv) prior to the Expiry Time, an Acquisition Proposal which is a Superior Acquisition Proposal is publicly announced or any person has publicly announced an intention to make an Acquisition Proposal and, such Acquisition Proposal either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (i) the Offer is not completed as a result of the Minimum Tender Condition not having been met and (ii) and such Acquisition Proposal is completed within the nine-month period following the Expiry Time, in which case the Termination Fee shall be paid to Agnico-Eagle on the second business da...
Termination Fee and Expense Reimbursement. Notwithstanding any other provision of this Agreement:
(a) if this Agreement is validly terminated pursuant to SECTION 8.1(C)(III) or SECTION 8.1(D)(II), then the Company shall (i) pay to the Parent a fee of $750,000 (the "TERMINATION FEE"), and (ii) reimburse up to an aggregate of $500,000 for the Parent's documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement (the "EXPENSE REIMBURSEMENT"); and
(b) if this Agreement is validly terminated pursuant to SECTION 8.1(D)(I), then (i) the Company shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, that Acquisition Proposal (which, solely for purposes of this clause (B) shall mean an "Acquisition Proposal" as defined in SECTION 6.4(A), except that all references therein to "20%" shall be deemed instead to be "50%"), then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company shall pay to the Parent the Termination Fee.
Termination Fee and Expense Reimbursement. (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs or an Expense Reimbursement is triggered, the Party giving rise to the Termination Fee Event or Expense Reimbursement shall pay the Termination Fee or Expense Reimbursement, to the other Party, in accordance with Section 8.2(3) or Section 8.2(4), as the case may be.
(2) For the purposes of this Agreement, “Termination Fee” means $500,000 and “Termination Fee Event” means the termination of this Agreement:
(a) by Choom, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation] or Section 7.2(1)(d)(iii) [Breach of Article 5]; or
(b) by Choom, pursuant to Section 7.2(1)(d)(iv) [Competing Transaction]; or
(c) by Phivida pursuant to (i) Section 7.2(1)(c)(ii) [Superior Proposal]; or (ii) Section 7.2(1)(c)(iii) [Breach of Article 5].
(3) The Termination Fee shall be paid by wire transfer of immediately available funds as follows:
Termination Fee and Expense Reimbursement. (a) In the event that this Agreement is terminated by:
(i) the Company pursuant to Section 7.01(d)(ii); or
(ii) Parent pursuant to Section 7.01(c)(ii);
Termination Fee and Expense Reimbursement. (a) In the event (i) Purchaser terminates this Agreement pursuant to the provisions of Section 11.01(c) because Seller has breached or is in breach of Section 4.12, or (ii) Seller terminates this Agreement pursuant to the provisions of Section 11.01(e) or 11.01(g), and Seller thereafter enters into an agreement to consummate an Acquisition Proposal (other than the transactions contemplated by this Agreement) within nine (9) months of the date of this Agreement, then upon entering into such agreement to consummate an Acquisition Proposal, Seller shall pay, or cause to be paid, in same day funds to an account provided in writing by Purchaser to Seller on the date of termination of this Agreement, as applicable, $5.0 million (the "Termination Fee"), in addition to the documented fees and expenses of professional advisors incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers or other representatives or consultants) (the "Reimbursement Expenses"). The parties acknowledge and agree that (i) Purchaser would sustain substantial damages in the event that transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; (ii) Purchaser's actual damages in the event that transactions as contemplated by this Agreement are not consummated as a result of the Seller's failure to close would be difficult or impractical to determine, and the Termination Fee, together with the payment of the Reimbursement Expenses represents a reasonable estimate of the harm likely to be suffered by Purchaser in the event that the transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; and (iii) that the payment of the Termination Fee, together with the return of the Deposit and payment of the documented reasonable fees and expenses of the Purchaser's professional advisors, shall be Purchaser's sole and exclusive remedy for the events contemplated in this Section 11.03(a).
(b) In the event Seller terminates this Agreement pursuant to Section 11.01(e) solely because of the failure to obtain the consent of its lenders under, or an amendment to, Seller's Credit Facility, then Seller shall pay to Purchaser concurrently with such termination the Termination Fee (which fee shall be in addition to and not in lieu of any fee otherwise payable pursuant t...
Termination Fee and Expense Reimbursement. (a) In the event that (i) the Court enters a final order authorizing any Seller to sell or otherwise transfer (A) all or any substantial or material portion of the Acquired Assets or (B) the GDC China Subsidiary and all or any portion of the Acquired Assets, as part of a sale approved pursuant to the Section 363 sale process contemplated by this Agreement or otherwise to any Person other than Buyer, (ii) Sellers pursue a “stand-alone” restructuring or similar effort that does not involve a sale of all or any substantial or material portion of the Acquired Assets or (iii) the Court enters a final order confirming a Chapter 11 Plan of Reorganization for one or more Sellers that does not involve a sale of all or any substantial or material portion of the Acquired Assets or that involves a sale of all or any substantial or material portion of the Acquired Assets other than to Buyer, then Sellers shall pay to Buyer, on the earliest of the entry of an order described in clause (i), the determination by Sellers to pursue a “stand-alone” restructuring or similar effort described in clause (ii) or the entry of an order as described in clause (iii), $750,000 (the “Termination Fee”). The Termination Fee provided for by this Section 4.11(a) is intended to cover opportunity costs incurred by Buyer in pursuing and negotiating this Agreement and the transactions contemplated hereby, and is considered by the Parties to be reasonable for such purposes. The claims of Buyer to the Termination Fee shall constitute a first priority administrative expense against Sellers’ bankruptcy estates, jointly and severally, under 11 U.S.C. § 507(a)(1).
(b) In addition to any Termination Fee that may be payable pursuant to Section 4.11(a), upon (i) any event in which the Termination Fee is payable pursuant to Section 4.11(a) or (ii) termination of this Agreement by (x) Sellers pursuant to Section 7.1(e) (unless the failure of any condition precedent results primarily from a breach by Buyer of any representation, warranty or covenant contained in this Agreement), or (y) Buyer pursuant to Section 7.1(b), (d), (f), (g) or (h) Sellers shall reimburse up to $500,000 of the actual and documented out-of-pocket fees and expenses incurred by Buyer, if any, and its Affiliates, in connection with this Agreement and the transactions contemplated hereby, whether incurred before, on or after the Filing Date (the “Expense Reimbursement”). The claims of Buyer to the Expense Reimbursement shall constitute...
Termination Fee and Expense Reimbursement. (i) If this Agreement is terminated pursuant to Section 8.1(c)(vi) or Section 8.1(d)(ii), then the Company shall (x) pay Acquiror a fee of Fifteen Million Dollars ($15,000,000) in cash, which amount shall be payable in same day funds within three (3) Business Days following termination of this Agreement, and (y) reimburse Acquiror and Merger Sub for all reasonable out-of-pocket expenses and fees paid or payable by Acquiror or Merger Sub in connection with this Agreement and the transactions contemplated hereby.
(ii) If this Agreement is terminated pursuant to Section 8.1(c)(v), then Acquiror shall (x) pay the Company a fee of Fifteen Million Dollars ($15,000,000) in cash, which amount shall be payable in same day funds within three (3) Business Days following termination of this Agreement, and (y) reimburse the Company for all reasonable out-of-pocket expenses and fees paid or payable by the Company in connection with this Agreement and the transactions contemplated hereby.
Termination Fee and Expense Reimbursement. (a) If a Termination Fee Event (as defined below) occurs, Fibrek shall pay to the Offeror by wire transfer in immediately available funds to an account specified by the Offeror an amount (the “Termination Fee”) equal to $8,500,000;
Termination Fee and Expense Reimbursement. In the event any termination fee or expense reimbursement becomes payable by the Company to Holdco under the Acquisition Agreement, such fee or reimbursement shall be allocated to the Bidders that at such time continue to hold equity interests in Holdco pro rata in accordance with such equity interests.
