Topping Fee. (a) In the event that any Topping Fee Event shall occur, each Stockholder shall pay to Parent any Topping Fee due to Parent with respect to his or its Shares in connection with such Topping Fee Event. Payment of Topping Fees to Parent shall be due immediately following the consummation of the related Topping Fee Event and shall be payable in immediately available funds by wire transfer to the account designated in writing by Parent; provided that if the Selling Price is payable in a form other than cash ("Non-Cash Consideration") and the Stockholders are legally prohibited from selling the Non-Cash Consideration into the market, the Stockholders, at their option, may pay a pro rata portion of the Topping Fee in the same form of consideration as the Non-Cash Consideration so long as Parent is granted registration rights with respect to the Non-Cash Consideration on terms no less favorable than the registration rights, if any, granted to any of the Stockholders. For the avoidance of doubt, Topping Fees shall be payable, from time to time, upon the occurrence of each Topping Fee Event.
Topping Fee. If, prior to December 31, 1997, Incentive or SIH or any of their affiliates sells or agrees to sell any SIH Shares at a price in excess of the Purchase Price, which sale or agreement relates to any Acquisition Proposal made after October 30, 1996 and prior to March 31, 1997, Incentive and SIH will, jointly and severally, be obligated to pay to Vestar, Harvard, and AIP on a pro rata basis (based on the percentage of the total number of SIH Shares to be purchased by Vestar, Harvard and AIP which is to be purchased by each such party), promptly following the consummation of such sale and by wire transfer of immediately available funds, an amount, for each SIH Share so sold, equal to 45% of the excess of (i) the price received by Incentive or SIH or any of their affiliates for such SIH Share over (ii) $11.00; provided that no amount shall be payable to Vestar, Harvard or AIP if this Agreement shall have been terminated by Buyer pursuant to Section 8.1(a)(ii) because any of the conditions set forth in Sections 7.2(f) and 7.2(g) shall not have been satisfied. If all or a portion of the price received by Incentive or SIH or any of their affiliates for SIH Shares is paid in a form other than cash, including any right to receive a contingent payment, the amount of consideration received by Incentive or SIH or any of their affiliates shall be deemed to be the amount of any cash consideration and the fair market value of any non-cash consideration on the date of consummation of the sale of the SIH Shares. Such fair market value shall be determined (A) mutually by Incentive, Vestar and Harvard or (B) if Vestar, Harvard, and Incentive cannot so agree within 30 days, by a nationally recognized New York based United States investment banking firm selected by Vestar and Harvard from a list of three such firms prepared by Incentive. The fees and expenses of such investment banking firm shall be borne 50% by Incentive and 50% by Vestar, Harvard and AIP on a pro rata basis (based on the percentage of the total number of SIH Shares to be purchased by Vestar, Harvard and AIP which is to be purchased by each such party).
Topping Fee. In the event that (i) this Agreement is terminated pursuant to Section 8.1(c) and (ii) within the 12 months following such termination a National Possible Alternative is consummated which is more beneficial than the transactions contemplated by this Agreement, taken as a whole, to the holders of National Common Units other than the National MGP and its affiliates, then the National MLP shall pay to the Purchaser, within three days of such consummation, a topping fee equal to $6.0 million (inclusive of any amounts previously paid by the National MLP pursuant to Section 8.2(b) hereof). If the transaction does not involve the acquisition of substantially all of the interests in or assets of the National MLP or the National OLP, then the calculation of the amount to be paid in excess of amounts paid pursuant to Section 8.2(b) shall be adjusted on a pro rata basis.
Topping Fee. If the Board of Directors of Larizza terminates this Agreement and abandons the Merger pursuant to Section 5.1(f), or if the Board of Directors of Parent or Acquisition terminates this Agreement and abandons the Merger pursuant to Section 5.1(g)(i) or (ii), then Parent shall receive from Larizza the sum (the "Topping Fee") of (i) $4,300,000 and (ii) the amount, not to exceed $1,700,000, of all costs and expenses incurred by Parent and Acquisition relating to this Agreement, the transactions contemplated hereby and the financing therefor, including without limitation, the fees, disbursements and charges of counsel to Parent, Acquisition and any financing source for which Parent or any of its affiliates is responsible, financial advisory fees (not in excess of customary financial advisory fees if payable to affiliated entities), accounting fees and expenses, due diligence costs, and all other out-of-pocket fees, costs and expenses. Notwithstanding any other provision hereof, Larizza will not have the right to terminate this Agreement under Section 5.1(f) unless the Topping Fee has been paid in full prior thereto.
Topping Fee. In the event this Agreement is terminated and within one (1) year thereafter substantially all of the Assets or substantially all of the assets or capital stock of Seller are sold (through a sale of assets, sale of stock, merger, consolidation, exchange or otherwise) pursuant to an Alternative Transaction, and provided this Agreement has not been terminated because of a material breach of Buyer's obligations, representations or warranties hereunder, thereupon Seller will pay to Buyer Eight Hundred Thousand Dollars ($800,000) in immediately available funds.
Topping Fee. In the event that any Topping Fee Event shall ----------- occur, Childs shall pay to the Securityholders any Topping Fee due to the Securityholders in connection with such Topping Fee Event. Payment of such Topping Fee to the Securityholders shall be due immediately following the consummation of the related Topping Fee Event and shall be payable in immediately available funds by wire transfer to accounts designated in writing by the Securityholders.
Topping Fee. (a) In the event this Agreement is terminated by Parent or Buyer pursuant to Section 10.2(d) or 10.2(e) hereof, or by the Company pursuant to Section 10.3(d) hereof, the Company shall within five (5) business days following the termination of this Agreement pay to Parent Two Million Dollars ($2,000,000) as compensation for lost opportunities and reimbursement of out-of-pocket fees and expenses incurred in connection with the Merger and the transactions contemplated by this Agreement (the "Topping Fee").
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Topping Fee. (a) If on or prior to the first anniversary of the date of this Agreement, Seller sells the Business (whether by merger, sale of assets, sale of shares, recapitalization, reorganization or otherwise) except pursuant to this Agreement, then Seller shall promptly pay to Designated Buyer without demand a fee (the "Subsequent Sale Fee").
Topping Fee. Notwithstanding the provisions of Section 2(a) hereof, PSB and the Investor Group agree that in the event that an acquisition agreement is executed by JADE with any party other than PSB pursuant to which all the issued and outstanding shares of Common Stock will be acquired for cash at a price per share in excess of $14.50, then, subject to the receipt of any required regulatory approval, PSB may exercise the Option and the Option Price shall be equal to $14.50 plus one-half the difference between the acquisition price set forth in the acquisition agreement with such third party and $14.50. Notwithstanding the foregoing, the provisions of this Section 9 shall not be applicable if Investor Group has violated the provisions of Section 8 hereof.
