Termination Fee; Effects of Termination. (a) The Company shall pay, or cause to be paid, in same day funds to Parent the sum of (x) Parent's Expenses (as hereinafter defined) actually incurred in an amount not to exceed $2 million and (y) $18 million (the "Termination Fee") upon demand if (i) Parent or Merger Sub terminates this Agreement pursuant to Section 8.1(c), as a result of conditions set forth in paragraph (e) (ii), (iii) or (iv) of Annex A; or (ii) prior to any termination of this Agreement (other than by the Company pursuant to Section 8.1(d)(iii)), an Alternative Proposal or OCC Alternative Transaction shall have been made and within 12 months of such termination, a transaction constituting an Alternative Proposal or OCC Alternative Transaction is consummated or the Company enters into or causes OCC to enter into an agreement with respect to, approves or recommends or takes any action to facilitate such proposal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ascent Entertainment Group Inc), Agreement and Plan of Merger (On Command Corp), Agreement and Plan of Merger (Liberty Media Corp /De/)
