Common use of Additional Termination Fee Clause in Contracts

Additional Termination Fee. (i) If -------------------------- (A) this Agreement (I) is terminated by GPU pursuant to Section 9.01(c), or (II) is terminated by FirstEnergy as a result of GPU's material breach of Section 5.05, and (B) at the time of such termination or prior to the meeting of GPU's shareholders there shall have been a GPU Takeover Proposal which at the time of such termination or of the meeting of GPU's shareholders shall not have been (I) rejected by GPU and its board of directors, and (II) withdrawn by the third-party offeror, and (C) within two and one-half years of any such termination described in clause (A) above, GPU or its Significant Subsidiary which is the subject of the GPU Takeover Proposal (the "Target Party") becomes a subsidiary of such ------------ third-party offeror or a subsidiary of an affiliate of such third-party offeror or accepts a written offer to consummate or consummates a Business Combination with such third-party offeror or affiliate thereof, then such third-party offeror, together with its affiliates, on the one hand, will, at the closing (and as a condition to the closing) of such Target Party so becoming a subsidiary or of such Business Combination, pay to FirstEnergy a termination fee equal to $145,000,000 in cash, plus cash in an amount equal to all documented out-of-pocket expenses and fees incurred by such other party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement. (ii) For purposes of this Agreement, a "Business -------- Combination" shall mean any merger, sale or other business ----------- combination, in each case involving at least 30% of GPU's assets on a consolidated basis.

Additional Termination Fee. (i) If --------------------------If (A) this Agreement (I) is terminated by GPU pursuant to Section 9.01(c), or (II) is terminated by FirstEnergy as a result of GPU's material breach of Section 5.05, and (B) at the time of such termination or prior to the meeting of GPU's shareholders there shall have been a GPU Takeover Proposal which at the time of such termination or of the meeting of GPU's shareholders shall not have been (I) rejected by GPU and its board of directors, and (II) withdrawn by the third-party offeror, and (C) within two and one-half years of any such termination described in clause (A) above, GPU or its Significant Subsidiary which is the subject of the GPU Takeover Proposal (the "Target Party") becomes a subsidiary of such ------------ third-party offeror or a subsidiary of an affiliate of such third-party offeror or accepts a written offer to consummate or consummates a Business Combination with such third-party offeror or affiliate thereof, then such third-party offeror, together with its affiliates, on the one hand, will, at the closing (and as a condition to the closing) of such Target Party so becoming a subsidiary or of such Business Combination, pay to FirstEnergy a termination fee equal to $145,000,000 in cash, plus cash in an amount equal to all documented out-of-pocket expenses and fees incurred by such other party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement. (ii) For purposes of this Agreement, a "Business -------- Combination" shall mean any merger, sale or other business ----------- combination, in each case involving at least 30% of GPU's assets on a consolidated basis.