Break Fee Sample Clauses

Break Fee. (a) Subject to clauses 8.3(b) and 8.3(c), the Target must pay to the Offeror the Break Fee, without withholding or set off, within five Business Days of receiving a written demand from the Offeror for payment of the Break Fee if: (i) during the Offer Period and up until and including the Offer Condition Date, any Target Independent Director fails to recommend that Target Shareholders accept the Offer, or publicly changes (including by attaching qualifications to) or withdraws (including by abstaining) that recommendation; (ii) a Competing Proposal is announced or made before the Offer Condition Date and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any of the Target Directors; (iii) any Target Director who holds Target Shares or who has control over Target Shares (Target Director Target Shares) does not accept the Offer (or procures that any Target Director Target Share is not accepted into the Offer), other than where the Target receives a Competing Proposal and a majority of the Target Board determines that the Competing Proposal constitutes an Unmatched Superior Proposal and, after considering the matter in good faith, recommends that Target Shareholders accept, or vote in favour of, the Competing Proposal; (iv) a Competing Proposal is announced or made before the Offer Condition Date and is completed at any time prior to the first anniversary of the date of this agreement and, as a result, a third party acquires a Relevant Interest and/or economic interest in at least 50% of the Target Shares; (v) the Target breaches a material provision of this agreement (including a breach of warranty) and, to the extent that the breach is capable of remedy, that breach is not remedied by the Target within five Business Days of it receiving notice from Offeror of the details of the breach; or (vi) a Prescribed Occurrence occurs between the date of this agreement and the Offer Closing Date. (b) Despite any other term of this agreement, the Target will not be required to pay the Break Fee more than once. (c) Despite any other term of this agreement, the Break Fee will not be payable to the Offeror if the Offer is completed notwithstanding the occurrence of any event in clause 8.3(a) (in which case the Break Fee, if already paid, must be refunded by the Offeror).

Break Fee. 23.1 You acknowledge and agree that you have entered into a fixed term agreement with us and if a Break Fee Event occurs prior to the End Date, we may suffer loss. To allow us to recover our genuine pre-estimate of that loss, we may charge you, and you agree to pay, the Break Fee in accordance with this clause 23. 23.2 The Break Fee is an amount equal to all of the Energy Charges we estimate we would have received from you for your Unconsumed Load, less the costs (including our costs of purchasing electricity at our Forward Cost of Electricity, our Cost to Serve and Cost to Carry) we estimate we would have incurred to buy and supply that Unconsumed Load to you for the remaining term of the Agreement, in each case referable to Peak Time, Shoulder Time (where applicable) and Off Peak Time.

Break Fee. (a) If: (i) Cedara shall terminate this Agreement pursuant to section 6.3(c)(iv); (ii) Merge shall terminate this Agreement pursuant to section 6.3(c)(iii); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Cedara shareholder approval has not been obtained at the Cedara Meeting, and (x) a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Party prior to Cedara Meeting and not withdrawn more than five days prior to the vote of Cedara Shareholders and (y) Cedara enters into an agreement with respect to a Cedara Acquisition Proposal, or a Cedara Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Cedara shall pay to Merge US$7,000,000 in immediately available funds to an account designated by Merge. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Cedara shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If: (i) Merge shall terminate this Agreement pursuant to section 6.3(c)(vi); (ii) Cedara shall terminate this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, ...

Break Fee. In the event that: (a) this Letter Agreement is terminated by Klondex pursuant to subsection 15(e) hereof because Klondex accepts, and enters into an agreement in respect of, a Superior Proposal; (b) the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or (c) a Competing Proposal shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention to make a Competing Proposal in respect of Klondex and such Competing Proposal or announced intention shall not have been publicly withdrawn prior to the meeting of Klondex securityholders called to approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breach.

Break Fee. A break fee (“Break Fee”) shall be payable to the Seller as follows: (a) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, any one of the Purchasers (the “Defaulting Purchaser”) shall refuse or otherwise fail to pay its share in the First Payment for any reason whatsoever, the Defaulting Purchaser shall pay to the Seller as penalty an amount equal to Fifty One Million Eight Hundred Fifty One Thousand One Hundred Thirteen Pesos (PHP51,851,113.00). To the fullest extent permitted under applicable Laws and regulations, the non-Defaulting Purchaser and the Seller shall, in good faith, discuss, negotiate, and conclude a joint venture agreement or other mutually acceptable commercial arrangement with respect to each of LB Holdco and the LB Holdco Subsidiary. (b) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, both Purchasers shall each refuse or otherwise fail to pay each of its share in the First Payment for any reason whatsoever, the Purchasers shall pay to the Seller as penalty an aggregate amount equal to One Hundred Three Million Seven Hundred Two Thousand Two Hundred Twenty Six Pesos (PHP103,702,226.00). (c) The Break Fee under this Section 8.2 shall be payable within thirty (30) days from receipt of written demand therefor.

Break Fee. APS does not seek a break fee in connection with this engagement.

Break Fee. YGC and Queenstake recognize and acknowledge that each will, by reason of this Agreement, incur substantial out-of-pocket costs and forego other investment opportunities, and that it would be impracticable or extremely difficult to calculate these costs, benefits and damages. As such, YGC and Queenstake hereby agree that if this Agreement is terminated: (a) pursuant to Sections 6.3(a) or (b) (as a result of a breach by Queenstake in any material respect of its covenants and representations and warranties contained in this Agreement), 6.3(d)(iv) or 6.3(d)(vii) (each a “Queenstake Triggering Event”), then Queenstake will pay to YGC an amount in cash equal to 5% of the market capitalization of Queenstake, determined as of the close of business on the last business date prior to the date on which the Queenstake Triggering Event occurred; or (b) pursuant to Sections 6.3(a) or (c) (as a result of a breach by YGC in any material respect of its covenants and representations and warranties contained in this Agreement), 6.3(d)(v) or 6.3(d)(vi) (each a “YGC Triggering Event”), then YGC will pay to Queenstake an amount in cash equal to 5% of the market capitalization of YGC, determined as of the close of business on the last business date prior to the date on which the YGC Triggering Event occurred. In either situation, such payment (the “Termination Fee”) shall be made by the paying party (the “Paying Party”) in immediately available funds to an account designated by the other party (the “Non-Paying Party”) and must be made concurrently with such termination or failure to proceed. The Paying Party hereby acknowledges that the Termination Fee is a payment of liquidated damages which are a genuine pre-estimate of the damages which the Non-Paying Party will suffer or incur as a result of the Queenstake Triggering Event or YGC Triggering Event, respectively, giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. The Paying Party hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the Termination Fee by the Non-Paying Party, the Non-Paying Party shall have no further claim against the Paying Party in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude the Non-Paying Party from seeking injunctive relief to restrain any breach or threatened breach by the Paying Party of any of its...

Break Fee. AlixPartners does not require a Break Fee in connection with this engagement.

Break Fee. The amount, if any, determined by multiplying (a) the difference (but not less than zero) between (i) the U.S. Treasury constant maturity yield (from the Federal Reserve daily H.15 Report) having a maturity closest to the Maturity Date of the Bonds, as of the Rate Lock Date, or, if no such maturity is reported, an interpolated yield based on the maturity that is next shorter than the Maturity Date, and the maturity that is next longer than the Maturity Date, and (ii) the U.S. Treasury constant maturity yield (from the Federal Reserve daily H.15 Report) having a maturity closest to the Maturity Date of the Bonds, as of the Rate Lock Expiration Date, or, if no such maturity is reported, an interpolated yield based on the maturity that is next shorter than the Maturity Date, and the maturity that is next longer than the Maturity Date, times (b) 50% of the Par Amount, times (c) the number of days to the Maturity Date (sample Break Fee calculation is included as Schedule I hereto).