Termination Fee; Expense Reimbursement. (a) The Company agrees that in order to compensate Parent for the direct and substantial damages suffered by Parent in the event of termination of this Agreement under certain circumstances, which damages cannot be determined with reasonable certainty, the Company shall pay to Parent the amount of $27 million (the "Termination Fee") if, but only if: (i) (x) Parent shall terminate this Agreement pursuant to Section 7.1(b), and (y) prior to such termination a Takeover Proposal shall have been made and not withdrawn and within 12 months of the termination of this Agreement, the Company enters into a definitive agreement with respect to, and thereafter consummates, a transaction regarding such Takeover Proposal; (ii) (x) Parent or Company shall terminate this Agreement pursuant to Section 7.1(e), and (y) prior to such termination a Takeover Proposal shall have been made and not withdrawn and within 12 months of the termination of this Agreement, the Company enters into a definitive agreement with respect to, and thereafter consummates, a transaction regarding such Takeover Proposal; (iii) (x) Parent or Company shall terminate this Agreement pursuant to Section 7.1(f) at any time after the date of this Agreement, and (y) prior to the date of the Company Stockholders Meeting a Takeover Proposal shall have been made, and within 12 months of such termination of this Agreement the Company enters into a definitive agreement with respect to, and thereafter consummates, a transaction regarding such Takeover Proposal; (iv) Parent shall terminate this Agreement pursuant to Section 7.1(g); or (v) the Company terminates this Agreement pursuant to Section 7.1(h). The Termination Fee payable under Sections 7.5(a)(i), 7.5(a)(ii) and 7.5(a)(iii) shall be paid upon the Company consummating a transaction regarding a Takeover Proposal as described in Sections 7.5(a)(i)(y), 7.5(a)(ii)(y) and 7.5(a)(iii)(y), respectively. The Termination Fee payable under Sections 7.5(a)(iv) shall be paid concurrently upon receipt by the Company of notice of termination by Parent pursuant to such Section 7.5(a)(iv). The Termination Fee payable under Sections 7.5(a)(v) shall be paid concurrently upon notice of termination by the Company pursuant to such Section 7.5(a)(v). The Termination Fee shall be reduced by any Expenses paid under Section 7.5(b) so that in no event shall the aggregate of the Termination Fee and Expenses exceed $27 million. Under no circumstances shall the Company be required to...
Termination Fee; Expense Reimbursement. (a) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(e), then the Company shall make a cash payment to the Parent in the amount of $21.3 million (the “Termination Amount”).
(b) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(c), if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount.
(c) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses.
(d) In the event that this Agreement is terminated by the Company pursuant to S...
Termination Fee; Expense Reimbursement. If this Agreement is validly terminated pursuant to Section 9.1.3.3 or Section 9.1.4.2, then Razorfish shall (i) pay to the Parent a fee of $400,000 (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") provided that such Alternative Proposal results in an Alternative Transaction within six months of termination of this Agreement. Notwithstanding the foregoing, if a court having jurisdiction of the matter should finally determine that either the Termination Fee or the Expense Reimbursement is not permissible, or is in excess of the amount permissible, under applicable law, then the full amount determined by the court to be permissible under applicable law shall be paid to the Parent.
Termination Fee; Expense Reimbursement. (a) If this Agreement is terminated by Mavericks pursuant to Section 8.1(j) or by Rockets pursuant to Section 8.1(h) or Section 8.1(m), then Mavericks shall pay or cause to be paid to Rockets xxx Xxxxxxxxx No-Shop Termination Fee by wire transfer of immediately available funds pursuant to the Rockets Wiring Instructions (i) with respect to a termination pursuant to Section 8.1(j), prior to or simultaneously with such termination or (ii) with respect to a termination pursuant to Section 8.1(h) or Section 8.1(m), no later than the second Business Day after such termination.
(b) If this Agreement is terminated by Rockets pursuant to Section 8.1(k) or by Mavericks pursuant to Section 8.1(i) or Section 8.1(l), then Rockets shall pay or cause to be paid to Mavericks the Rockets Termination Fee by wire transfer of immediately available funds pursuant to xxx Xxxxxxxxx Wiring Instructions (i) with respect to a termination pursuant to Section 8.1(k), prior to or simultaneously with such termination or (ii) with respect to a termination pursuant to Section 8.1(i) or Section 8.1(l), no later than the second Business Day after such termination.
(c) (i) If this Agreement is terminated (A) by Rockets or Mavericks pursuant to Section 8.1(b) and, at the time of such termination, all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than any condition set forth in Section 7.1(a), Section 7.1(d) or Section 7.1(e) or any condition that by its nature is to be satisfied by action taken at the Closing, which condition would be capable of being satisfied if the Closing occurred on the date of such termination), (B) by Rockets or Mavericks pursuant to Section 8.1(d) or (C) by Rockets pursuant to Section 8.1(g), (ii) a Mavericks Acquisition Proposal shall have been publicly disclosed or publicly known, or shall have become known to xxx Xxxxxxxxx Board, after the date hereof and prior to any such termination, and (iii) within twelve (12) months after the date of any termination of this Agreement contemplated by clause (i) above, Mavericks enters into a definitive agreement with respect to or consummates any Mavericks Acquisition Transaction, regardless of whether it relates to the same Mavericks Acquisition Proposal referenced in clause (ii) above (provided that for purposes of clause (iii) of this Section 8.3(c), the references to “20%” in the definition of “Mavericks Acquisition Transaction” shall be deemed to be references to “50%”), ...
Termination Fee; Expense Reimbursement. (a) Without limiting any other rights or obligations set forth in this Agreement, the Company shall pay, or cause to be paid, to Purchaser an amount equal to $7,500,000 (such amount, the “Termination Fee”) in the event:
(i) this Agreement is terminated pursuant to Section 5.1(h),
(ii) this Agreement is terminated pursuant to Section 5.1(i), (iii) (A) this Agreement is terminated pursuant to Section 5.1(c), and (B) pursuant to the Rocky Creek Contribution Agreement, the Termination Fee (as defined in the Rocky Creek Contribution Agreement) is payable to RCR; or
(iv) (A) after the date hereof and prior to the Outside Date, a Company Alternative Proposal is publicly made to the Company or is made directly to the Company Shareholders or otherwise becomes publicly known or any Person has publicly announced an intention (whether or not conditional) to make a Company Alternative Proposal, and such Company Alternative Proposal or intended Company Alternative Proposal has not been publicly withdrawn without qualification at least five Business Days prior to (1) the Outside Date or, (2) if this Agreement is terminated pursuant to Section 5.1(e), the date of such termination, (B) Purchaser or the Company, as applicable, terminates this Agreement pursuant to (1) Section 5.1(d) and the condition in Section 2.3(a)(ii) has not been satisfied prior to such termination or (2) Section 5.1(g), and (C) within 12 months of such termination, the Company enters into a definitive agreement (other than a confidentiality agreement) with respect to a Company Alternative Proposal (or the Company publicly approves or recommends to the Company Shareholders or otherwise does not oppose, in the case of a tender or exchange offer, a Company Alternative Proposal), in any case which is ultimately consummated regardless of whether outside such 12-month period, or consummates a Company Alternative Proposal; provided that the amount of the Termination Fee payable pursuant to this Section 5.3(a)(iv) shall be reduced by the amount of any Expense Reimbursement previously paid to Purchaser pursuant to Section 5.3(b).
(b) Without limiting any other rights or obligations set forth in this Agreement, in the event this Agreement is terminated pursuant to (i) Section 5.1(e) and a Change in Recommendation has not occurred or (ii) Section 5.1(c), and, pursuant to the Rocky Creek Contribution Agreement, the Expense Reimbursement (as defined in the Rocky Creek Contribution Agreement) is payable to RCR, the...
Termination Fee; Expense Reimbursement. (a) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall, on the date of such termination, pay or cause to be paid to Purchaser (or its designees) an amount in cash equal to $12,500,000, by wire transfer of immediately available funds to an account designated in writing by Purchaser, and the Company and Seller shall have no further liability in connection with this Agreement, and the payment pursuant to this Section 8.3(a) will constitute liquidated damages in full satisfaction of any claims in connection with this Agreement.
(b) In the event that this Agreement is terminated (i) by the Company or Purchaser pursuant to Section 8.1(g), then the Company shall pay or cause to be paid to Purchaser (or its designees) an amount in cash equal to $5,000,000 by wire transfer of immediately available funds to an account designated in writing by Purchaser or (ii) by either the Company or Purchaser pursuant to Section 8.1(b), and all of the conditions to Closing set forth in Sections 6.1 and 6.2, other than the condition set forth in Section 6.1(d), were satisfied or waived by the Purchaser or the Purchaser Guarantor, then the Company shall pay or cause to be paid to Purchaser (or its designees) an amount in cash equal to $5,000,000 (less the amount, if any, received by Purchaser for reimbursement of its expenses in accordance with the Conversion Addendums as a result of the termination of this Agreement), by wire transfer of immediately available funds to an account designated in writing by Purchaser. Payment of the termination fee pursuant to this Section 8.3(b) shall be made (i) on the date of termination, in the case of termination by the Company, and (ii) promptly, but in no event later than two (2) Business Days after the date of the termination, in the case of termination by Purchaser, and the Company and Seller shall have no further liability in connection with this Agreement, other than pursuant to Section 8.3(c) or (d) hereof, and the payment pursuant to this Section 8.3(b) will constitute liquidated damages in full satisfaction of any claims in connection with this Agreement, other than pursuant to Section 8.3(c) or (d). For the avoidance of doubt, the Company and Purchaser agree that if the amount received by Purchaser for reimbursement of its expenses in accordance with the Conversion Addendums as a result of the termination of this Agreement exceeds $5,000,000, Purchaser shall not be required to...
Termination Fee; Expense Reimbursement. Section 7.2.2.1 In the event that this Agreement is terminated (x) by Parent pursuant to Section 7.1.5, then the Company shall pay Parent, within three (3) Business Days after such termination, a termination fee in the amount of $16,000,000 (the “Termination Fee”) or (y) by the Company pursuant to Section 7.1.6, then the Company shall pay Parent, concurrently with such termination, the Termination Fee.
Section 7.2.2.2 In the event that (a) this Agreement is terminated by Parent or the Company pursuant to Section 7.1.2 or Section 7.1.4, (b) an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate pursuant to such sections and not withdrawn prior to the date of such termination and (c) within twelve (12) months of such termination the Company enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated (in each case whether or not such Acquisition Proposal was the same Acquisition Proposal referred to in the foregoing clause (b)), then the Company shall pay Parent, immediately prior to entering into such agreement or the consummation of such Acquisition Proposal, as applicable, an amount equal to the Termination Fee.
Termination Fee; Expense Reimbursement. (a) If, but only if, the Agreement is terminated:
(i) by either Giants or the Jaguar Parties pursuant to Section 8.1(b)(iii), or by the Jaguar Parties pursuant to Section 8.1(d)(i), and, in any such case, (x) the Giants Board receives or has received a Takeover Proposal after the date of this Agreement, which proposal has not been subsequently withdrawn (and with respect to a termination pursuant to Section 8.1(b)(iii), which proposal has been publicly announced) and (y) within twelve (12) months of the termination of this Agreement, Giants or any of the Giants Subsidiaries enters into a transaction regarding, or executes a definitive agreement with respect to any Takeover Proposal, then Giants shall pay, or cause to be paid, to the Jaguar Parties a fee equal to $55,000,000 (the “Termination Fee”), less, if previously paid, the Expense Amount, by wire transfer of same day funds to an account or accounts designated by the Jaguar Parties, not later than two (2) Business Days following the execution of such definitive agreement; provided, however, that for purposes of this Section 8.3(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or
(ii) by Giants pursuant to Section 8.1(c)(ii) or the Jaguar Parties pursuant to Section 8.1(d)(ii), as applicable, then Giants shall pay, or cause to be paid, to the Jaguar Parties the Termination Fee by wire transfer of same day funds to an account or accounts designated by the Jaguar Parties, not later than two (2) Business Days following such termination; or
(iii) by either Giants or the Jaguar Parties pursuant to Section 8.1(b)(iii), then Giants shall reimburse the Jaguar Parties for its actual reasonable out-of-pocket Expenses up to a maximum amount of $10,000,000 (the “Expense Amount”) by wire transfer of same day funds to an account or accounts designated by the Jaguar Parties within thirty (30) days after receipt by Giants of written notice of demand for payment and a documented itemization setting forth in reasonable detail all such Expenses of the Jaguar Parties; or
(iv) by Giants pursuant to Section 8.1(b)(i), if as of the Outside Date the conditions set forth in Section 7.2(h) have not been satisfied, then the Jaguar Parties shall reimburse the Giants Parties for their reasonable out-of-pocket Expenses up to the Expense Amount by wire transfer of same day funds to an account or accounts designated by the Giants Parties within thirty (30) days after rece...
Termination Fee; Expense Reimbursement. (a) If this Agreement is terminated by Purchaser pursuant to Section 9.1(a)(v), then Sellers, jointly and severally, shall pay to Purchaser (by wire transfer of immediately available funds), within two (2) Business Days after such termination, (i) a fee of $200,000.00 (the “Termination Fee”), plus, (ii) the reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, experts, consultants, financial advisors, and investment bankers), incurred by Purchaser and its Affiliates, or on their behalf, in connection with or related to the authorization, preparation, negotiation, execution, and performance of this Agreement and the Contemplated Transactions (all of the foregoing in clause (ii) of this Section 9.2(a), collectively, the “Purchaser Expenses”) on or prior to the date of termination of this Agreement.
(b) If (I) this Agreement is terminated: (i) by Purchaser pursuant to Section 9.1(a)(ii) hereof provided, that the USI Stockholder Approval shall not have been obtained at the USI Stockholders Meeting (including any adjournment or postponement thereof); or (ii) by Sellers or Purchaser pursuant to (A) Section 9.1(a)(vi) hereof and provided that the USI Stockholder Approval shall not have been obtained at the USI Stockholders Meeting (including any adjournment or postponement thereof), or (B) Section 9.1(a)(iv) hereof and (II) in the case of clauses (i) and (ii) immediately above: (1) prior to such termination (in the case of termination pursuant to Section 9.1(a)(ii) or Section 9.1(a)(vi)) or the USI Stockholders Meeting (in the case of termination pursuant to Section 9.1(a)(iv)), an Acquisition Proposal shall (x) in the case of a termination pursuant to Section 9.1(a)(vi) or Section 9.1(a)(iv), have been publicly disclosed and not withdrawn, or (y) in the case of a termination pursuant to Section 9.1(a)(ii), have been publicly disclosed or otherwise made or communicated to any Seller or the USI Board, and not withdrawn, and (2) within 18 months following the date of such termination of this Agreement any Seller shall have entered into a definitive agreement with respect to any Acquisition Proposal, or any Acquisition Proposal shall have been consummated (in each case whether or not such Acquisition Proposal is the same as the original Acquisition Proposal made, communicated, or publicly disclosed), then in any such event Sellers shall jointly and severally pay to Purchaser (by wire transfer of immediate...
Termination Fee; Expense Reimbursement. (a) If (i) this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then, in any such case, Sellers shall, jointly and severally, without the requirement of any notice or demand from Purchaser or any application to or order of the Bankruptcy Court, promptly, but in no event later than three Business Days after the date of such termination, pay or cause to be paid to Purchaser all reasonable out-of-pocket and documented fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Purchaser in connection with or related to Purchaser’s evaluation, consideration, analysis, negotiation, and documentation of this Agreement or the Transactions, in an amount not to exceed $1,000,000.00 in the aggregate (the “Expense Reimbursement”), and
