Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii) (No Stockholder Approval), (ii) Section 8.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii) (Violation of No Solicitation) or (iv) Section 8.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CME, by wire transfer of immediately available funds, an amount equal to $23,426,111 less the amount, if any, of the Expenses of CME paid by GFI pursuant to Section 8.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a), the term "Takeover Proposal" shall have the meaning ascribed thereto in Section 6.5(f) (No Solicitation), except that all references to 20% shall be changed to 50%.
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 or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) after the date of this Agreement and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders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 publicly proposed or announced 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%”.
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):
Termination Fee and Expense Reimbursement. Notwithstanding any other provision of this Agreement:
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.
Termination Fee and Expense Reimbursement. (a)In the event that this Agreement is terminated by:
Termination Fee and Expense Reimbursement. (a) Protective will pay to Dai-ichi, by wire transfer of immediately available funds, the amounts set forth in this Section 9.03(a) if this Agreement is terminated under the following circumstances (it being understood and agreed that in no event will Protective be required to pay the Termination Fee on more than one occasion):
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).
Termination Fee and Expense Reimbursement. (i)If this Agreement is terminated by the Company pursuant to Section 10.01(d)(i) (Superior Proposal) or by Parent pursuant to Section 10.01(c)(i) (Adverse Recommendation Change), then the Company shall pay or cause to be paid to Parent in immediately available funds $42,000,000 (in each case, such fee, the “Termination Fee”), in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination (or, if later, after Xxxxxx’s written request thereof).
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).
