Termination Fees; Expenses. (a) In the event that this Agreement is terminated by Parent pursuant to Section 10.1(c)(i) or in the event that this Agreement is terminated by the Company pursuant to Section 10.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $65,000,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 10.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.1(c)(i).
(b) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 10.1(b)(i), or in the event that this Agreement is terminated by Parent pursuant to Section 10.1(c)(ii), and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and a Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee concurrently with the consummation of the transaction arising from a Company Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 10.3(b), references to “15%” shall be replaced by “50%”.
(c) The Parties acknowledge that (i) the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Company Termination Fee is not a penalty, but rather is a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby and (iii) that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to timely pay any amount due pursuant to this Section 10.3, and, in order to obtain such payment, Parent comm...
Termination Fees; Expenses. (a) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i) (Outside Date), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination.
(b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination.
(c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination.
(d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination.
(e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination.
(f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary...
Termination Fees; Expenses beginning on page 168 (though the Gannett Board believes this fee is reasonable in amount and will not preclude any other party from making a competing proposal for Gannett); • the fact that the merger agreement does not preclude a third party from making an unsolicited proposal to acquire New Media and that, although the merger agreement prohibits New Media from soliciting a transaction from a third party with respect to the acquisition of New Media, the merger agreement permits New Media, prior to the time that New Media’s stockholders approve the Share Issuance, to respond to and negotiate unsolicited acquisition proposals, to terminate the merger agreement to accept an unsolicited acquisition proposal that the New Media Board determines is superior to the merger and to change its recommendation to New Media’s stockholders in response to an unsolicited acquisition proposal that the New Media Board determines is superior to the merger or in response to certain other material developments or changes in circumstances that occur after the date of the merger agreement, subject to compliance with certain substantive and procedural requirements (which may include the payment of a termination fee); • the fact that the merger agreement contains provisions that restrict the conduct of Gannett’s business prior to the completion of the merger, generally requiring Gannett not to take certain actions with respect to the conduct of its business without the prior consent of New Media, which could delay or prevent Gannett from undertaking strategic and other business opportunities that might arise pending completion of the merger; • the risk that the requisite regulatory clearances for the merger might not be obtained on the timetable expected or at all, including the risk that regulatory agencies might impose terms and conditions with respect to such clearances that may adversely affect the business and financial results of the combined company and its ability to realize the expected benefits of the transaction or might seek an injunction to prevent the parties from consummating the merger; • the limitations on New Media’s commitments under the merger agreement to take certain actions in order to ensure the requisite regulatory clearances are obtained; • the possibility that the merger may not be completed or that its completion may be delayed for other reasons, including the failure of Gannett stockholders to approve the Merger Proposal, the failure of New Media stock...
Termination Fees; Expenses. 43 Section 7.4 Amendment...................................................... 45 Section 7.5 Waiver......................................................... 45
Termination Fees; Expenses. (a) Except as otherwise provided in the Separation and Distribution Agreement or this Agreement, including Section 9.1(i) and this Section 9.3, and except for (i) the expenses in connection with printing and mailing the Chicago Registration Statement, the Proxy Statement and the Everett Registration Statement required in connection with the actions specified in Section 7.4, (ii) all SEC filing fees relating to the transactions contemplated by this Agreement and (iii) the fees in connection with the approvals required under Section 7.6(a) related to the Merger (each of which fees and expenses in clauses (i) through (iii) shall be borne, in each case, equally by Chicago and Houston), all fees and expenses incurred by the parties shall be borne solely by the party that has incurred such fees and expenses.
(b) Chicago shall pay to Houston $160,000,000 (the “Termination Fee”) if this Agreement is terminated as follows:
(i) if this Agreement is terminated pursuant to Section 9.1(g) or Section 9.1(h), then Chicago shall pay the entire Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and
(ii) (x) if this Agreement is terminated (A) pursuant to Section 9.1(f), (B) pursuant to Section 9.1(e) or (C) pursuant to Section 9.1(c) without a vote of the shareholders of Chicago contemplated by this Agreement at the Chicago Shareholders Meeting having occurred, and in any such case a Competing Proposal shall have been publicly announced or otherwise communicated to the Chicago Board at any time after the date of this Agreement and not publicly withdrawn at least five (5) Business Days prior to the date of the taking of the vote
Termination Fees; Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the Party incurring such expenses, whether or not the Contemplated Transactions are consummated.
(b) Telkonet shall pay to VDA a termination fee of $500,000 (the “Telkonet Termination Fee”) by wire transfer of immediately available funds if this Agreement is terminated as follows:
(i) if Telkonet shall terminate this Agreement pursuant to Section 7.1(d)(ii), Telkonet shall pay to VDA the Telkonet Termination Fee prior to or at the time of the termination of this Agreement; or
(ii) if VDA shall terminate this Agreement pursuant to Section 7.1(e)(ii), Telkonet shall pay to VDA the Telkonet Termination Fee within five Business Days of such termination.
Termination Fees; Expenses beginning on page 168 for a description of the circumstances under which such a termination fee is payable. Notwithstanding the foregoing, in no event will the termination fee be paid to either party more than once. In addition, upon approval of the Merger Proposal by Gannett’s stockholders and approval of the Transactions Proposal by New Media’s stockholders, Gannett’s and New Media’s respective right to terminate the merger agreement in response to a superior proposal will be eliminated. While New Media and Gannett believe these provisions are reasonable, customary and not preclusive of other offers, the provisions might discourage a third party that has an interest in acquiring all or a significant part of New Media or Gannett from considering or proposing such acquisition, even if such party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Gannett, or if such party were prepared to enter into an agreement that may be more favorable to New Media and its stockholders, in the case of New Media. Furthermore, the requirement to pay a termination fee under certain circumstances may result in a third party proposing to pay a lower per-share price to acquire New Media or Gannett, as applicable, than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by either New Media or Gannett in certain circumstances.
Termination Fees; Expenses. (a) Except as otherwise provided in this Section 8.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.
(b) In the event that:
(i) (A) a bona fide Acquisition Proposal shall have been made known to the Company, the Board, or senior management of the Company, or shall have been made directly to the stockholders of the Company or any Person shall have publicly announced a bona fide intention (not subsequently withdrawn) to make an Acquisition Proposal and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i), Section 8.1(d)(i) or 8.1(d)(ii) and (C) the Company consummates an Acquisition Proposal, within twelve (12) months of the date this Agreement is terminated (provided that for purposes of this Section 8.3(b)(i), the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”); or
(ii) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii); or
(iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(iii). then in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or an Affiliate of Parent designated in writing by Parent (“Payee”) a termination fee of $5,500,000 in cash (the “Termination Fee”), it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion.
Termination Fees; Expenses. (a) If the Merger is consummated, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions (including the Pre-Closing Company Financing) shall be paid by the Surviving Corporation. If the Merger is not consummated, except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the Party incurring such expenses. Buyer and the Company shall each be responsible for 50% of all filing fees required in connection with any filing under the HSR Act (and, for the avoidance of doubt, each Party shall otherwise bear its own costs and expenses incurred in connection therewith, including fees and disbursements of attorneys and other advisors).
(b) If this Agreement is terminated by Buyer pursuant to Section 9.1(i), then Buyer shall pay to the Company a nonrefundable fee in an amount equal to $4,000,000 (the “Termination Fee”) concurrently with such termination.
(c) If this Agreement is terminated by the Company pursuant to Section 9.1(f), then Buyer shall pay to Company the Termination Fee within ten Business Days of such termination.
(d) If this Agreement is terminated (i) by either Party pursuant to Section 9.1(e) or (ii) by either Party pursuant to Section 9.1(b) due to the failure of the condition set forth in Section 8.2(b), at the time of termination Buyer is not entitled to terminate this Agreement under Section 9.1(c), 9.1(d), or 9.1(h), and all conditions precedent to the obligations of Buyer set forth in Section 6 and 7 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing or except for any failure of any such condition to be satisfied as a result any breach or failure of any of Buyer’s representations, warranties or covenants hereunder), then Buyer shall pay to the Company the reasonable, documented, out of pocket fees and expenses incurred by or on behalf of such Person and its Affiliates in connection with the Contemplated Transactions, or related to the authorization, preparation, negotiation, execution and performance of this Agreement, in each case including all documented fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to such Person and its Affiliates (the “Expenses”), not to exceed $750,000 in the aggregate, within ten Business Days of such termination.
(e) If this Agreement is termin...
Termination Fees; Expenses. (a) In the event this Agreement is terminated by RRMS or Parent pursuant to Section 7.2(c) (Parent Stock Issuance Approval) at a time when this Agreement is not (or has not been) otherwise terminable by RRMS pursuant to Section 7.3(a) or (b) (Parent Adverse Recommendation Change), then Parent shall pay to RRMS, within two (2) Business Days after the date of termination, by wire transfer of immediately available funds (to an account designated by RRMS), any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants) actually incurred by or on behalf of RRMS in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby (the “RRMS Expenses”), in an aggregate amount not to exceed $3,800,000.
(b) In the event this Agreement is terminated (i) by RRMS pursuant to Section 7.3(a) (Parent Adverse Recommendation Change),
