Common use of Waiver Fees Clause in Contracts

Waiver Fees. Issuer shall pay to the Agent the Waiver Fee (described in clause (i) of the definition of “Waiver Fees”) on the date of the earlier of (a) consummation of a Qualified Initial Public Offering or (b) March 31, 2010, as described in Section 2.07(e) of the SPA, as amended by this Amendment and Waiver (it being understood that such Waiver Fee shall be in addition to any other fees payable under the SPA and to reimbursement of the fees and expenses of counsel to the Holders). Payment of such Waiver Fee will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. Such Waiver Fee shall be distributed by the Agent to the Holders ratably in proportion to the size of each Holder’s Pro Rata Share based on its holdings as of the earlier of (i) the business day immediately prior to March 31, 2010 and (ii) the business day immediately prior to the consummation of a Qualified Initial Public Offering.

Waiver Fees. Issuer shall pay to the Agent the Waiver Fee (described in clause (iii) of the definition of “Waiver Fees”) on the date of the earlier of (a) consummation of a Qualified Initial Public Offering or (b) March 31, 2010, as described in Section 2.07(e2.07(d) of the SPASSA, as amended by this Amendment and Waiver (it being understood that such Waiver Fee shall be in addition to any other fees payable under the SPA SSA and to reimbursement of the fees and expenses of counsel to the Holders). Payment of such Waiver Fee will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. Such Waiver Fee shall be distributed by the Agent to the Holders ratably in proportion to the size of each Holder’s Pro Rata Share based on its holdings as of the earlier of (i) the business day immediately prior to March 31, 2010 and (ii) the business day immediately prior to the consummation of a Qualified Initial Public Offering.