Break-Up Clause Samples
A Break-up clause defines the terms under which parties may end their contractual relationship before the agreement's natural expiration. Typically, it outlines specific conditions or events—such as failure to meet milestones, regulatory obstacles, or a change in control—that trigger the right to terminate, and may include provisions for payment of a break-up fee or reimbursement of expenses. This clause serves to allocate risk and provide a clear exit mechanism, ensuring both parties understand the consequences and procedures if the deal does not proceed as planned.
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Break-Up. Fee payable by the Company The Company shall pay to the Purchaser a break fee (the “Break-Up Fee”), in order to compensate the Purchaser for its costs and its management time, if:
(i) the Company Board either does not, after having received a Favorable Report, make the Company Board Reasoned Opinion on or prior to 60 Trading Days after the date hereof, or, if earlier, within five (5) Trading Days of the delivery of a Favorable Report provided that the consultation process of the social and economic committee of the Company has been completed in accordance with Article 4.1.1, and subject to having received the draft offer document (projet de note d’information) and the valuation report in accordance with Article 3.1.2, or withdraws or modifies the Company Board Reasoned Opinion;
(ii) an Adverse Recommendation Change occurs;
(iii) the Offer is withdrawn pursuant to Article 232-11 of the AMF General Regulation, except in the case of withdrawal of the Offer by the Purchaser following the filing of a competing offer provided that the Company Board had continued to support the Offer after the filing of such competing offer and where the Company is not in breach of its non-solicitation obligations under Article 4.1.6 of this Agreement. The amount of the Break-Up Fee shall be equal to 2% of the maximum Offer Consideration i.e. EUR 2,000,000. The payment of such Break-Up Fee shall occur within five (5) calendar days of the date on which the event having triggered it shall have occurred (or, if earlier, upon termination of this Agreement). The Company acknowledges that the agreements contained in this Article 4.3 are an integral part of the Offer and that, without these agreements, the Purchaser would not have entered into this Agreement. Without limiting the generality of the foregoing, in the event of a breach (or deemed breach) by the Company of Article 4.1.6, the Purchaser may seek any and all other remedies available at law to which the Purchaser is entitled.
Break-Up. (a) If (i) the Company has had positive aggregate Net Operating Profit from the Effective Date of this Agreement through the applicable date, (ii) the ▇▇▇▇▇▇ Member Group has paid all Claw Back Amounts, if any, which the ▇▇▇▇▇▇ Member Group is required to pay pursuant to Section 3.5 of this Agreement, (iii) the Hold Period shall have expired, and (iv) JBGL and the JBGL Entities have elected not to make loans to the Company and/or its Subsidiaries for home construction projects budgeted in the Current Company Budget and Plan and the Funding Amount outstanding is less than the Minimum Funding Amount in effect at such time, then, at any time while such conditions in subparts (i), (ii), (iii), and (iv) of this sentence exist, for a period of sixty (60) days thereafter (the “Break Up Buy-Sell Period”) either the JBGL Member Group or the ▇▇▇▇▇▇ Member Group may send a Buy-Sell Notice in accordance with Section 5.1(c) hereof. The party which shall send the first Buy-Sell Notice shall be deemed to be the Offeror Member Group and shall have all rights and obligations of the Offeror Member Group and the recipient of such first sent Buy-Sell Notice shall be deemed to be the Offeree Member Group and shall have all rights and obligations of the Offeree Member Group.
Break-Up. If Lender has not acquired all of the assets of Fonix/ASI Corporation and certain assets of Fonix Corporation on or before 90 days from the date of this Agreement, Fonix/ASI Corporation will grant Lender a worldwide, perpetual, nonexclusive license, at commercially reasonable rates, to offer, sell, offer to sell, distribute, market, make, develop or otherwise use any and all intellectual property and proprietary technology of Fonix/ASI Corporation.
(i) Co-Borrowing Guaranties and Waivers; Contribution Agreement.
Break-Up. 9.1. Simultaneously with the execution of this Agreement: (i) Buyer shall execute the Buyer Promissory Note and shall deliver same to Seller; and (ii) Seller shall execute the Seller Promissory Note and shall deliver same to the Buyer.
9.2. If, notwithstanding the fulfillment or waiver in accordance with Section 8 of the Conditions Precedent, either Party (a “Refusing Party”) refuses or otherwise fails to consummate the transactions set out herein at the Closing for any reason then, without limiting any other right or remedy available to the other Party (the “Closing Party”) under this Agreement or at Law, the Refusing Party shall pay the Closing Party, as liquidated damages, a break-up fee in the amount of US$ 2,500,000 (Two Million Five Hundred Thousand United States Dollars) (the “Break-Up Fee”).
9.3. In the event the Closing is not consummated solely as a result of the failure of any Condition Precedent to be fulfilled (and absent the waiver of its requirement in accordance with Section 8), then, upon the Drop Dead Date each Party shall deliver to the other Party such other Party’s Promissory Note, without liability to the other Party.
9.4. In the event the Refusing Party refuses to consummate the Closing notwithstanding the fulfillment of all of the Conditions Precedent (or waiver by the Closing Party of any unfulfilled Condition Precedent, in the event such Condition Precedent may be waived by the Closing Party in accordance with Section 8), then from the date all such Conditions Precedents precedent are so fulfilled or waived, the Break-Up Fee will become immediately payable by the Refusing Party to the Closing Party and the Closing Party shall be entitled to draw on the Refusing Party’s Promissory Note immediately and in full.
9.5. In the event the Closing fails to consummate for any reason other than as a result of Seller being the Refusing Party, then:
9.5.1. as of the Signing Date Buyer shall not, and shall procure that its Affiliates do not, directly or indirectly compete with the Seller Group in respect of any of the Potential Projects (other than the Potential Projects in Zambia and Sri-Lanka), including by submitting competing bids in respect of such Potential Projects or offer or providing competing products or services to the customers of such Potential Projects, whether as principal or for another's account, solely or jointly with others, or through any form of ownership in another entity or otherwise (other than by holding less than 5...
Break-Up. In the event that an IPO is not consummated by Company within six (6) months of the Effective Date of this Agreement, then this Agreement, at the option of Company, shall terminate without further obligation to the Executive hereunder.
Break-Up. The parties agree that a break-up fee of $200,000 shall be due to the counter-party in the event of a unilateral decision by either party to terminate this agreement in association with termination of the Share Exchange Agreement between the parties. In the event that the payment is due from NEBO to Naviset, the break-up fee shall be the greater of this fee or the balance due under Compensation in paragraph 4.
Break-Up. Section 8(h) of the Loan Agreement is hereby stricken and deleted in its entirety and replaced with the following in lieu thereof:
Break-Up