Topping Fee definition

Topping Fee means a fee of $16.0 million, less any amount of expense reimbursement paid by the Company pursuant to Section 11.04(b), payable by wire transfer in same day funds to a bank account designated by Merger Subsidiary.

Topping Fee shall have the meaning set forth in Section 9.3(b).

Topping Fee means, a fee payable by Childs to the Securityholders, ----------- which shall be pro rata in accordance with the number of Disposition Shares (as defined in Section 2.1) acquired from each Securityholder pursuant to this Agreement, as an addition to the Aggregate Purchase Price (as defined in Section 2.2(b) hereof), equal to (x) 50% of the excess, if any, of any cash or non-cash consideration received by Childs, Acquiror or any of their Affiliates in connection with a Topping Fee Event, over the aggregate consideration which would have been payable to the Securityholders in respect of the Disposition Shares (calculated using the $14.25 per share Merger Price); provided that, (i) if the consideration received by Childs or Acquiror or such Affiliates shall be securities listed on a national securities exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value of such consideration shall be equal to the closing price per share listed on such national securities exchange or NASDAQ on the date such transaction is consummated and (ii) if the consideration received by Childs, Acquiror or such Affiliates shall be in a form other than securities, the per share value shall be determined in good faith as of the date such transaction is consummated by Childs and the Securityholders, or, if Childs and the Securityholders cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties. In determining the fair market value of the aggregate consideration received or to be received by a Securityholder in connection with a Topping Fee Event, all relevant factors shall be considered including, without limitation, the nature and timing of the consideration to be paid and the presence of contingent consideration or of contingent liabilities; provided, however, that in any event, if, during the 12 month period following the date of this Agreement, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the aggregate consideration received or to be received by a Securityholder in connection with a Topping Fee Event shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Examples of Topping Fee in a sentence

• The Topping Fee shall be equal to the product obtained by multiplying (a) 25% by (b) the Incremental Value (as hereinafter defined), but in no case shall the Topping Fee be less than $1.2 million.

• Notwithstanding anything contained herein to the contrary, the Topping Fee will not be payable and this Section 8.1 will not become operative until the Buyer delivers the Financing Commitment to the Sellers.

• HEALTHSOUTH and Seller acknowledge and agree that such Topping Fee represents the parties' best estimate of the out-of-pocket costs incurred by Buyer and the value of management time, overhead, opportunity costs and other unallocated costs of Buyer incurred by or on behalf of Buyer in connection with this Agreement.

• For the avoidance of doubt, Topping Fees shall be payable, from time to time, upon the occurrence of each Topping Fee Event.

• The parties hereto agree that Parent Topping Fee shall also be paid to Parent in the event that (A) this Agreement is terminated by Parent pursuant to Section 8.01(f) or (g), and (B) within 12 months immediately following the date of such termination the Company enters into a definitive agreement with respect to a Takeover Proposal; provided, however, that in such circumstance such Parent Topping Fee shall be reduced by any amount paid by Company as a Parent Breakup Fee.

More Definitions of Topping Fee

Topping Fee the meaning set forth in Section 6.8.

Topping Fee means a fee payable by a Stockholder to Parent equal to the product of (i) the number of Shares directly or indirectly sold or disposed by such Stockholder or otherwise in respect of which such Stockholder is entitled to receive consideration and (ii) (A) if the Selling Price is less than or equal to the Set Amount, the Selling Price less the Offer Price or (B) if the Selling Price is greater than the Set Amount, the sum of (1) the Initial Amount plus (2) 50% of the excess of the Selling Price less the Set Amount.

Topping Fee means a fee of $7.5 million, less any amount of expense reimbursement paid by the Company pursuant to Section 11.04(b), payable by wire transfer in same day funds to a bank account designated by Parent. Any reference in this Agreement to a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder.

Topping Fee means a fee of $16.0 million, less any amount of expense reimbursement paid by the Company pursuant to Section 11.04(b), payable by wire transfer in same day funds to a bank account designated by Merger Subsidiary. Any reference in this Agreement to a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder.

Topping Fee shall have the meaning set forth in Section 8.1.

Topping Fee means the Topping Fee authorized to be paid to Europa under the Court's Order Authorizing the Debtor to Pay Break-Up Fee or Topping Fee to Europa. Payment of the Topping Fee is conditioned upon the entry of an order by the Court authorizing and awarding payment of the amount of the Topping Fee, after appropriate notice to parties in interest.

Topping Fee means a fee payable by a Stockholder to Parent equal to the product of (i) the number of Shares directly or indirectly sold or disposed by such Stockholder or otherwise in respect of which such Stockholder is entitled to receive consideration and (ii) (A) if the Selling Price is less than or equal to the Set Amount, the Selling Price less $5.00 or (B) if the Selling Price is greater than the Set Amount, the sum of (1) the Initial Amount plus (2) 50% of the excess of the Selling Price less the Set Amount.