Termination Fee Payable to Parent Sample Clauses

Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, the Company shall immediately pay to Parent (x) the amount of $27 million and (y) all reasonably documented out-of-pocket expenses, not to exceed $3 million in the aggregate, reasonably incurred by Parent and Acquisition in connection with this Agreement and the Merger if this Agreement is terminated pursuant to Section 8.1(b)(iii), Section 8.1(c)(i), Section 8.1(d)(i) (if the breach thereof is due to the Company's intentional or bad faith acts), or Section 8.1(d)(ii). The amount in (x) above shall be paid concurrently with any such termination and the amount in (y) above shall be paid within five (5) business days after receipt by the Company of reasonably detailed evidence of the same. Upon receipt of such payments, Parent shall not be entitled to and shall waive the right to seek damages or other amounts or remedies from the Company for breach of, or otherwise in connection with, this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination Fee Payable to Parent. (d) If, but only if, this Agreement is terminated: (i) by Parent pursuant to Section 8.1(e); (ii) by either party pursuant to Section 8.1(d), and (A) at the time of the Company Shareholders’ Meeting an Acquisition Proposal (defined for the purposes of this clause (ii) by replacing each reference to 15% and 85% in the definition of the term Acquisition Transaction with 50%) had been publicly announced by the Company and not withdrawn, and (B) within nine (9) months following such termination, the Company consummates an Acquisition Transaction (defined for the purposes of this clause (ii) by replacing each reference to 15% and 85% in the definition of the term Acquisition Transaction with 50%) with the Person who had previously made such Acquisition Proposal; or (iii) by the Company pursuant to Section 8.1(h); then the Company shall pay Parent the Termination Fee Payable to Parent in cash by wire transfer of immediately available funds to an account designated by Parent in a written notice to the Company (the “Parent Account”) within three (3) business days after the later of (x) the effective date of a termination of this Agreement effected pursuant to the provisions described in clause (i), (ii) or (iii) above of this Section 8.4(a), or (y) the date on which Parent has given the Company written notice of the wire instructions for the Parent Account.
Sample 1
Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, (a) if this Agreement is rightfully terminated pursuant to Sections 8.1(b)(i), 8.1(b)(iii), or 8.1(d)(i) (other than any termination resulting from the failure of the condition in Section 6.2(b) or Section 6.3 to be satisfied), then the Company shall immediately pay to Parent all reasonably documented out-of-pocket expenses reasonably incurred by Parent and Acquisition in connection with this Agreement and the Merger within five business days after receipt by the Company of reasonably detailed evidence of the same, provided that the aggregate amount of such expenses shall not exceed $1,000,000, and (b) if this Agreement is rightfully terminated pursuant to (i) Section 8.1(b)(i) or Section 8.1(b)(iii) and (A) prior to such termination, a bona fide proposal for an Acquisition Transaction has been publicly announced and (B) within 12 months of such termination, the board of directors of the Company recommends, accepts a written offer for, or signs an agreement relating to, otherwise enters into an agreement to consummate or consummates, an Acquisition Transaction (other than the issuance of new securities by the Company for the purpose of raising additional capital or as consideration in connection with an acquisition of a Person) with another Person, (ii) Section 8.1(d)(i) (if the breach thereof is due to the Company's breach of Section 2.2), (iii) Section 8.1(d)(ii) or Section 8.1(e), then the Company shall pay to Parent the amount of $5.7 million less any expenses previously paid by the Company to Parent pursuant to Section 8.3(a) hereof, (x) in connection with any termination pursuant to clause (b)(i), upon the signing of a definitive agreement relating to such Acquisition Transaction, or, if no such agreement is signed, then upon consummation of any such Acquisition Transaction or (y) in connection with any termination pursuant to clauses (b)(ii) or (b) (iii) of this Section 8.3, concurrently upon any such termination. Upon receipt of the payments set forth in Section 8.3(b), Parent shall not be entitled to and shall waive the right to seek damages or other amounts or remedies from the Company for breach of, or otherwise in connection with, this Agreement.
Sample 1
Termination Fee Payable to Parent. (i) Notwithstanding any other provisions hereof, if this Agreement is terminated or the transactions contemplated hereunder are not consummated because the Parent has terminated this Agreement pursuant to Section 9(a)(ii) hereof, the Shareholder Representative shall pay to the Parent, within 5 business days of such termination, a fee equal to the amount of (1) the Deposit paid by the Company prior to such termination date, plus (2) United States Three Hundred Thousand Dollars (US $300,000) (this payment in Section 9(b)(i)(2), the "SECTION 9(b)(i)(2) PAYMENT"), as liquidated damages, in immediately available funds to an account designated by the Parent, provided that such fee shall not be payable if the Parent is in breach of any obligation hereunder and such breach renders compliance with the conditions in Section 5(b) for the benefit of the Shareholders of the Company incapable of fulfillment, and provided further that the Section 9(b)(i)(2) Payment shall not be payable to the Parent if the Parent shall have terminated this Agreement pursuant to Section 9(a)(ii) due to a failure on the part of the Company or the Shareholders to satisfy the obligations referred to therein under circumstances where: (1) such failure was a direct result of circumstances that were beyond the control of the Company or the Shareholders, and (2) the Company and the Shareholders each used best efforts to satisfy such obligations.
Sample 1
Termination Fee Payable to Parent. Notwithstanding any other provisions hereof, if this Agreement is terminated or the transactions contemplated hereunder are not consummated because the Buyer or the Parent has terminated this Agreement pursuant to Section 9.1(1) hereof, the Corporation and the Sellers shall jointly and severally pay to the Buyer, within 10 business days of such termination, a fee equal to C$150,000 as liquidated damages, in immediately available funds to an account designated by the Buyer, provided that such fee shall not be payable if the Buyer or Parent shall have terminated this Agreement pursuant to Section 9.1(1) under circumstances where the failure to satisfy a condition in Section 4.1 was a direct result of circumstances that were beyond the control of the Corporation and the Sellers.
Sample 1
Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, the Company shall immediately pay to the Parent (x) the amount of $7 million and (y) all documented out-of-pocket expenses reasonably incurred by the Parent and the Sub in connection with this Agreement and the Merger if (i) either (1) the Company shall have received an Acquisition Proposal or such a proposal shall have been publicly announced or (2) the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of this Agreement, and in either such case this Agreement is terminated pursuant to Section 7.1(b)(iv), (ii) this Agreement is terminated pursuant to Section 7.1(c)(i) or Section 7.1(d)(i) (if the breach thereof is due to the Company's intentional or bad faith acts), or (iii) if, within 12 months of a termination of this Agreement pursuant to any other provision of Section 7.1 (other than Section 7.1(c)(ii)), the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, a Superior Proposal with another person, upon the signing of a definitive agreement relating to such Superior Proposal, or, if no such agreement is signed, then upon consummation of any such Superior Proposal, in which case such payment shall be less any amounts paid as a result of a termination of this Agreement. The amount in (x) above shall be paid concurrently with any such termination and the amount in (y) above shall be paid in immediately available funds within two (2) business days after receipt by the Company of reasonably detailed evidence of the same.
Sample 1

Related to Termination Fee Payable to Parent

  • Service Fees Payable to FSSC (a) During the term of this Agreement, FSSC will be entitled to receive from each Fund as full compensation for Services rendered hereunder a fee calculated daily at an annual rate, as set forth Schedule 1 to this Agreement, of up to 0.25% of average net assets held in FSSC Accounts of each Fund. Service fees paid by the Funds are in addition to other fees paid by the Funds such as those paid pursuant to an Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement and fees paid pursuant to each Fund’s Distributor’s Contract.

  • Termination Fees (a) If this Agreement is terminated:

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Acquisition Fees As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment (whether an acquisition or origination). With respect to the acquisition or origination of a Property, Loan or other Permitted Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall equal 1.0% of the sum of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment. With respect to the acquisition or origination of a Property, Loan or other Permitted Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor shall equal 1.0% of the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment, plus the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment that is attributable to the Company’s investment in such Joint Venture or partnership. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on Acquisition Fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Acquisition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Acquisition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

  • Transaction Fees In connection with the purchase or redemption of Creation Units, the Participant agrees to pay on behalf of itself or the Participant Client the Transaction Fee prescribed in the Prospectus as applicable to the Participant’s transaction. The Trust reserves the right to adjust any Transaction Fee subject to any limitation as prescribed in the Prospectus.

  • Termination Fee and Expenses (a) In the event that:

  • Brokers’ Fees; Transaction Fees Except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Time is Money Join Law Insider Premium to draft better contracts faster.