Termination Fee and Expenses. To compensate East West for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing the pursuit of other opportunities by East West, MetroCorp and East West agree as follows: (a) Provided that East West is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by MetroCorp specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by: (i) MetroCorp under the provisions of Section 9.1(e), then MetroCorp shall pay to East West an amount equal to three percent (3%) of the Merger Consideration (the “Termination Fee”) plus all expenses incurred by East West in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“East West Expenses”); (ii) East West under the provisions of Section 9.1(f), then MetroCorp shall pay to East West the Termination Fee plus the East West Expenses; (iii) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at the time of termination, the Registration Statement has been declared effective for at least 25 business days prior to such termination and MetroCorp shall have failed to call, give notice of, convene and hold the MetroCorp Special Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp, then MetroCorp shall pay to East West the East West Expenses; or (iv) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at such time the stockholders of MetroCorp have not approved and adopted the Agreement and the Merger, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp and, with respect to either clause (A) or (B), within twelve (12) months of the termination of this Agreement, MetroCorp enters into an Acquisition Agreement with any third party with respect to any Acquisition Proposal, then MetroCorp shall pay to East West the Termination Fee, which shall be in addition to the East West Expenses to be paid pursuant to Section 9.3(a)(iii). The payment of the Termination Fee and/or East West Expenses shall be East West’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a). For the avoidance of doubt, in no event shall the Termination Fee described in this Section 9.3 be payable on more than one occasion. (b) Any payment required by Section 9.3(a) shall become payable within two (2) business days after receipt by the nonterminating party of written notice of termination of this Agreement, provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv), then such payment shall become payable on or before the date of execution by MetroCorp of an Acquisition Agreement. (c) For purposes of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any Acquisition Proposal.
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Termination Fee and Expenses. To compensate East West Prosperity for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing foregoing the pursuit of other opportunities by East WestProsperity, MetroCorp the Company and East West Prosperity agree as follows:
(a) Provided that East West Prosperity is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by MetroCorp the Company specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by:
(i) MetroCorp the Company under the provisions of Section 9.1(e), then MetroCorp the Company shall pay to East West an amount equal to three percent (3%) Prosperity the sum of the Merger Consideration $20,000,000 (the “Termination Fee”) plus all expenses incurred by East West Prosperity in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 750,000 (“East West Prosperity Expenses”);
(ii) East West Prosperity under the provisions of Section 9.1(f), then MetroCorp the Company shall pay to East West Prosperity the Termination Fee plus the East West Prosperity Expenses;
(iii) either East West Prosperity or MetroCorp the Company under the provisions of (A) Section 9.1(a)(iii), if at the time of termination, the Registration Statement has been declared effective for at least 25 business days prior to such termination date and MetroCorp the Company shall have failed to call, give notice of, convene and hold the MetroCorp Special Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorpthe Company, then MetroCorp the Company shall pay to East West Prosperity the East West Prosperity Expenses; or
(iv) either East West Prosperity or MetroCorp the Company under the provisions of (A) Section 9.1(a)(iii), if at such time the stockholders shareholders of MetroCorp the Company have not approved and adopted the Agreement and the Merger, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp the Company and, with respect to either clause (A) or (B), within twelve (12) months of the termination of this Agreement, MetroCorp the Company enters into an Acquisition Agreement with any third party with respect to any Acquisition Proposal, then MetroCorp the Company shall pay to East West Prosperity the Termination Fee, which shall be in addition to the East West Prosperity Expenses to be paid pursuant to Section 9.3(a)(iii). The payment of the Termination Fee and/or East West Prosperity Expenses shall be East WestProsperity’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a). For the avoidance of doubt, in no event shall the Termination Fee described in this Section 9.3 be payable on more than one occasion.
(b) Any payment required by Section 9.3(a) shall become payable within two (2) business days after receipt by the nonterminating non-terminating party of written notice of termination of this Agreement, ; provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv), then such payment shall become payable on or before the date of execution by MetroCorp the Company of an Acquisition Agreement.
(c) For purposes of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any Acquisition Proposal.
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Termination Fee and Expenses. To compensate East West Allegiance for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing foregoing the pursuit of other opportunities by East WestAllegiance, MetroCorp the Company and East West Allegiance agree as follows:
(a) Provided that East West Allegiance is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by MetroCorp the Company specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by:
(i) MetroCorp the Company under the provisions of Section 9.1(e), then MetroCorp the Company shall pay to East West an amount equal to three percent (3%) Allegiance the sum of the Merger Consideration $14,272,000 (the “Termination Fee”) plus all expenses incurred by East West in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“East West Expenses”);
(ii) East West Allegiance under the provisions of Section 9.1(f), then MetroCorp the Company shall pay to East West Allegiance the Termination Fee plus the East West Expenses;Fee; or
(iii) either East West Allegiance or MetroCorp the Company under the provisions of (A) Section 9.1(a)(iii), if at the time of termination, the Registration Statement has been declared effective for at least 25 business days twenty-five (25) Business Days prior to such termination and MetroCorp the Company shall have failed to call, give notice of, convene and hold the MetroCorp Special Company Shareholder Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv9.1(a)(v), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorpthe Company, then MetroCorp the Company shall pay to East West Allegiance an amount in immediately available funds equal to the East West out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to Allegiance) incurred by Allegiance in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement (“Allegiance Expenses”); provided, however, that the Company’s reimbursement obligation hereunder shall not exceed $775,000 in the aggregate; or
(iv) either East West Allegiance or MetroCorp the Company under the provisions of (A) Section 9.1(a)(iii), if at such time the stockholders of MetroCorp have Company Shareholder Approval has not approved and adopted the Agreement and the Mergeroccurred, or (B) Section 9.1(a)(iv9.1(a)(v), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp the Company and, with respect to either clause (A) or (B), within twelve (12) months of the termination of this Agreement, MetroCorp the Company enters into an Acquisition Agreement with any third party Person with respect to any Acquisition Proposal, then MetroCorp the Company shall pay to East West Allegiance the Termination FeeFee in immediately available funds, which shall be in addition net of the Allegiance Expenses previously paid to Allegiance by the East West Expenses to be paid Company pursuant to Section 9.3(a)(iii). .
(b) The payment of the Termination Fee and/or East West the Allegiance Expenses shall be East WestAllegiance’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a)9.3. For the avoidance of doubt, in no event shall the Termination Fee under the circumstances described in this Section 9.3 be payable on more than one occasion.
(bc) Any payment required by this Section 9.3(a) 9.3 shall become payable within two (2) business days Business Days after receipt by the nonterminating non-terminating party of written notice of termination of this Agreement, ; provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv9.3(a)(iii), then such payment shall become payable on or before the date of second (2nd) Business Day following the execution by MetroCorp the Company of an Acquisition Agreement.
(c) For purposes of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any Acquisition Proposal.
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Termination Fee and Expenses. To compensate East West for entering into this Agreement, taking actions to consummate In the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing the pursuit of other opportunities by East West, MetroCorp and East West agree as followsevent that:
(a) Provided that East West is (x) at any time from and after the date of this Agreement, any Person shall have made an Acquisition Proposal, which proposal has been publicly disclosed and not in material breach withdrawn or has been made known to senior management of GFB, or any covenant Person shall have publicly announced or obligation under this Agreement made known to senior management of GFB an intention (which breach has whether or not been cured within fifteen conditional) to make an Acquisition Proposal, (15y) days following receipt of written notice thereof by MetroCorp specifying in reasonable detail the basis of such alleged breach), if thereafter this Agreement is terminated by:
(iby either Party pursuant to Section 9.1(c) MetroCorp under without the provisions of GFB Shareholder Approval having been obtained or Section 9.1(e), then MetroCorp shall pay to East West an amount equal to three percent (3%) of the Merger Consideration (the “Termination Fee”) plus all expenses incurred by East West in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“East West Expenses”);
(ii) East West under the provisions of Section 9.1(f), then MetroCorp shall pay to East West the Termination Fee plus the East West Expenses;
(iii) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at the time of termination, the Registration Statement has been declared effective for at least 25 business days prior to such termination and MetroCorp shall have failed to call, give notice of, convene and hold the MetroCorp Special Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp, then MetroCorp shall pay to East West the East West Expenses; or
(iv) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at such time the stockholders of MetroCorp have not approved and adopted the Agreement and the Merger, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp and, with respect to either clause (A9.1(d)(2) or by FCB pursuant to Section 9.1(b) and (B), z) within twelve (12) fifteen months of after the termination of this Agreement, MetroCorp enters into an Acquisition Agreement with Proposal shall have been consummated or any third party definitive agreement with respect to an Acquisition Proposal shall have been entered into (provided that (i) for purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 6.4(b) except that the references to “10%” in the definition of an “Acquisition Proposal” in Section 6.4(b) shall be deemed to be references to “25%” and (ii) for purposes of clause (z) of this Section 9.3(a), the term “Acquisition Proposal” shall not include any primary issuance of GFB Common Stock in which no Person, group of Affiliated Persons or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) acquires more than 9.9% of the outstanding shares of any class of GFB Common Stock and that is effected solely to satisfy the requirements of Section 4(a) or Section 10(b) of the Consent Order); or
(b) FCB terminates this Agreement pursuant to Section 9.1(e); then GFB shall pay FCB a fee, in immediately available funds, the sum of (x) $1,700,000 (the “Fee”), plus (y) an amount equal to the out-of-pocket expenses (including fees and expenses of counsel, accountants, and other advisers) incurred by FCB relating to this Agreement or the transactions contemplated hereby (the “Expenses”), (A) in the case of a Fee payable pursuant to Section 9.3(a), immediately following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any Acquisition Proposal, then MetroCorp shall pay to East West and (B) in the Termination Fee, which shall be in addition to the East West Expenses to be paid case of a Fee payable pursuant to Section 9.3(a)(iii9.3(b). The payment of the Termination Fee and/or East West Expenses shall be East West’s sole and exclusive remedy with respect to , as promptly as reasonably practicable after termination of this Agreement as set forth in this Section 9.3(a). For the avoidance of doubt(and, in no event shall the Termination Fee described in this Section 9.3 be payable on more than one occasion.
(b) Any payment required by Section 9.3(a) shall become payable any event, within two (2) business days after receipt by the nonterminating party of written notice of termination of this Agreement, provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(ivthree Business Days thereof), then such payment shall become payable on or before the date of execution by MetroCorp of an Acquisition Agreement.
(c) For purposes The Parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, an “Acquisition and that, without these agreements, FCB would not enter into this Agreement” means . The amounts payable by GFB pursuant to Section 9.3(a) constitute liquidated damages and not a penalty and shall be the sole monetary remedy of FCB in the event of termination of this Agreement specified in such section. In the event that GFB fails to pay when due any letter amounts payable under this Section 9.3, then (i) GFB shall reimburse FCB for all costs and expenses (including disbursements and reasonable fees of intentcounsel) incurred in connection with the collection of such overdue amount, agreement and (ii) GFB shall pay to the FCB interest on such overdue amount (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related full) at a rate per annum equal to any Acquisition Proposal3% plus the prime rate published in The Wall Street Journal on the date such payment was required to be made.
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Termination Fee and Expenses. To compensate East West BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing foregoing the pursuit of other opportunities by East WestBFST, MetroCorp RSBI and East West BFST agree as follows:
(a) A. Provided that East West BFST is not in material breach of any covenant or obligation under this Agreement (which breach breach, if curable, has not been cured within fifteen (15) days following receipt of written notice thereof by MetroCorp RSBI specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by:
(i) MetroCorp RSBI under the provisions of Section 9.1(e)9.01E, then MetroCorp RSBI shall pay to East West an amount equal to three percent (3%) BFST the sum of the Merger Consideration $2,250,000 (the “Termination Fee”) plus all expenses incurred by East West BFST in connection with the proposed transactiontransaction in immediately available funds, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“East West BFST Expenses”);
(ii) East West BFST under the provisions of Section 9.1(f)9.01G, then MetroCorp RSBI shall pay to East West BFST the Termination Fee plus the East West ExpensesBFST Expenses in immediately available funds;
(iii) either East West BFST or MetroCorp RSBI under the provisions of (A) Section 9.1(a)(iii)9.01B, if at the time of termination, the S-4 Registration Statement has been declared effective for at least 25 twenty-five (25) business days prior to such termination and MetroCorp RSBI shall have failed to call, give notice of, convene and hold the MetroCorp Special RSBI Meeting in accordance with Section 5.17.03, or (B) Section 9.1(a)(iv)9.01H, if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorpRSBI, then MetroCorp RSBI shall pay to East West BFST the East West ExpensesBFST Expenses in immediately available funds; orand
(iv) either East West BFST or MetroCorp RSBI under the provisions of (A) Section 9.1(a)(iii)9.01B, if at such time the stockholders of MetroCorp have RSBI Shareholder Approval has not approved and adopted the Agreement and the Mergeroccurred, or (B) Section 9.1(a)(iv)9.01H, if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp RSBI and, with respect to either clause (A) or (B), within twelve (12) months of the termination of this Agreement, MetroCorp RSBI enters into an Acquisition Agreement with any third party Person with respect to any Acquisition Proposal, then MetroCorp RSBI shall pay to East West BFST the Termination FeeFee in immediately available funds, which shall be in addition to the East West BFST Expenses to be paid pursuant to Section 9.3(a)(iii9.04A(iii). .
B. The payment of the Termination Fee and/or East West BFST Expenses shall be East WestBFST’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a)9.04. For the avoidance of doubt, in no event shall the Termination Fee described in this Section 9.3 9.04 be payable on more than one occasion.
(b) C. Any payment required by Section 9.3(a) 9.04 shall become payable within two (2) business days after receipt by the nonterminating party non-terminating Party of written notice of termination of this Agreement, ; provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv9.04A(iv), then such payment shall become payable on or before the date of execution by MetroCorp RSBI of an Acquisition Agreement.
(c) D. For purposes of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any Acquisition Proposal.
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Termination Fee and Expenses. To compensate East West for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing the pursuit of other opportunities by East West, MetroCorp and East West agree as follows:
(a) Provided that East West is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by MetroCorp specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by:
(i) MetroCorp under the provisions of Section 9.1(e), then MetroCorp shall pay to East West an amount equal to three percent (3%) of the Merger Consideration (the “Termination Fee”) plus all expenses incurred by East West in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“East West Expenses”);
(ii) East West under the provisions of Section 9.1(f), then MetroCorp shall pay to East West the Termination Fee plus the East West Expenses;
(iii) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at the time of termination, the Registration Statement has been declared effective for at least 25 business days prior to such termination and MetroCorp shall have failed to call, give notice of, convene and hold the MetroCorp Special Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp, then MetroCorp shall pay to East West the East West Expenses; or
(iv) either East West or MetroCorp under the provisions of (A) Section 9.1(a)(iii), if at such time the stockholders of MetroCorp have not approved and adopted the Agreement and the Merger, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to MetroCorp and, with respect to either clause (A) or (B), within twelve (12) months of the termination of this Agreement, MetroCorp enters into an Acquisition Agreement with any third party with respect to any Acquisition Proposal, then MetroCorp shall pay to East West the Termination Fee, which shall be in addition to the East West Expenses to be paid pursuant to Section 9.3(a)(iii). The payment of the Termination Fee and/or East West Expenses shall be East West’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a). For the avoidance of doubt, in no event shall the Termination Fee described in this Section 9.3 be payable on more than one occasion.
(b) Any payment required by Section 9.3(a) shall become payable within two (2) business days after receipt by the nonterminating party of written notice of termination of this Agreement, provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv), then such payment shall become payable on or before the date of execution by MetroCorp of an Acquisition Agreement.
(c) For purposes of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any Acquisition Proposal.
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Termination Fee and Expenses. To compensate East West Investar for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including forgoing foregoing the pursuit of other opportunities by East WestInvestar, MetroCorp and East West the parties agree as follows:
(a) Provided that East West the terminating party is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within fifteen thirty (1530) days following receipt of written notice thereof by MetroCorp the other party specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by:
(i) MetroCorp Bank of York under the provisions of Section 9.1(e11.1(i), then MetroCorp Bank of York shall pay to East West Investar an amount equal to three percent (3%) the sum of the Merger Consideration $750,000 (the “Termination Fee”) plus all expenses incurred by East West Investar in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 200,000 (“East West Investar Expenses”);
(ii) East West (A) Investar under the provisions of Section 9.1(f11.1(f)(i), then MetroCorp Bank of York shall pay to East West Investar an amount equal to the sum of the Investar Expenses, or (B) Investar under the provisions of Section 11.1(f)(ii) or (iii), then Bank of York shall pay to Investar an amount equal to the sum of the Termination Fee plus the East West Investar Expenses;
(iii) either East West Either Investar or MetroCorp Bank of York under the provisions of (A) Section 9.1(a)(iii11.1(b)(iv), if at the time of terminationand, the Registration Statement has been declared effective for at least 25 business days prior to such termination and MetroCorp shall have failed to callthe Bank of York Shareholders’ Meeting, give notice of, convene and hold the MetroCorp Special Meeting in accordance with Section 5.1, or (B) Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect has been publicly announced, publicly disclosed or otherwise made known generally to MetroCorpBank of York’s shareholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal, then MetroCorp Bank of York shall pay to East West Investar the East West Investar Expenses; or
(iv) either East West (A) Either Investar or MetroCorp Bank of York under the provisions of (A) Section 9.1(a)(iii11.1(b)(ii), if at such time the stockholders Requisite Shareholder Approval has not occurred, (B) either Investar or Bank of MetroCorp York under the provisions of Section 11.1(b)(iv), and, prior to the Bank of York Shareholders’ Meeting, an Acquisition Proposal has been publicly announced, publicly disclosed or otherwise made known generally to Bank of York’s shareholders, or any Person shall have publicly announced an intention (whether or not approved and adopted the Agreement and the Mergerconditional) to make such an Acquisition Proposal, or (BC) Investar under the provisions of Section 9.1(a)(iv11.1(d) or Section 11.1(f)(i), ifand, at after the time date hereof but prior to the event giving rise to such right of termination, there exists an Acquisition Proposal with respect has been made known to MetroCorp Bank of York’s board of directors, and, with respect to either clause (A), (B) or (BC), as the case may be, within twelve (12) months of the date of such termination of this Agreement, MetroCorp Bank of York enters into an a Bank of York Acquisition Agreement with any third party Person with respect to any Acquisition Proposal or consummates an Acquisition Proposal (provided that for purposes of the definition of “Acquisition Proposal” in this Section 11.3(a)(iv), the references to “15%” in the definition of Acquisition Proposal in Section 12.1 below shall be deemed to be references to “50%”), then MetroCorp Bank of York shall pay to East West the Termination Fee, which shall be in addition Investar an amount equal to the East West sum of Termination Fee plus the Investar Expenses (less the amount of Investar Expenses previously paid to be paid Investar pursuant to Section 9.3(a)(iii11.3(a)(ii)(A) or Section 11.3(a)(iii). , as applicable).
(b) The payment of the Termination Fee and/or East West Investar Expenses shall be East WestInvestar’s sole and exclusive remedy for monetary damages with respect to termination of this Agreement as set forth in this Section 9.3(a)11.3. For the avoidance of doubt, in no event shall the Termination Fee and/or the Investar Expenses described in this Section 9.3 11.3 be payable on more than one occasion.
(bc) Any payment required by this Section 9.3(a) 11.3 shall become payable within two (2) business days Business Days after receipt by the nonterminating non-terminating party of written notice of termination of this Agreement, Agreement and shall be payable by wire transfer of immediately available funds; provided, however, that if the payment of the Termination Fee is required pursuant to Section 9.3(a)(iv11.3(a)(iv), then such payment shall become payable on or before the earlier of the date of execution by MetroCorp Bank of an York of such Bank of York Acquisition Agreement.
(c) For purposes Agreement or the consummation of this Agreement, an “Acquisition Agreement” means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or any similar agreement related to any the Acquisition Proposal.
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