Breakup Fee Sample Clauses
A Breakup Fee clause requires one party, typically the seller in a merger or acquisition, to pay a specified fee to the other party if the transaction is not completed under certain conditions, such as accepting a superior offer from a third party. This fee is usually a percentage of the deal value and is triggered if the seller backs out of the agreement or fails to meet closing conditions. The core function of this clause is to compensate the buyer for time and resources spent on the deal and to discourage parties from abandoning the agreement without good reason.
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Breakup Fee. In the event Surety elects to abandon the Merger Plan by written notice to such effect to First Midlothian (the "Election") pursuant to SECTION 7(e) of this Plan, as a result of Surety's inability to have sufficient financial resources available, in the sole opinion of Surety, to consummate the transactions contemplated by the this Plan and the Merger Agreements, Surety shall pay to First Midlothian a break-up fee, as follows, and upon payment thereof, none of the parties to this Plan nor the Merger Agreements shall have any further obligations to each other, except as expressly set forth in this SECTION 18:
(a) If Surety makes the Election on or before December 31, 1995, Surety shall pay to First Midlothian the sum of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000) concurrently with the mailing of the notice of such Election.
(b) If Surety makes the Election on or before March 31, 1996, Surety shall pay to First Midlothian the sum of THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($35,000) concurrently with the mailing of the notice of such Election.
(c) If Surety makes the Election on or before June 30, 1996, Surety shall pay to First Midlothian the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000) concurrently with the mailing of the notice of such Election.
Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI.
(b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2.
(c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made.
Breakup Fee. Section 8.3(a)........................................45
Breakup Fee. (a) If this Agreement is terminated pursuant to Section 7.1(f), then the Partnership shall pay $40,000,000 (the “Breakup Fee”) to Parent, within three business days, by wire transfer of same day federal funds to the account specified by Parent.
(b) In no event shall the Partnership be required to pay the Breakup Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that if this Agreement is terminated pursuant to Section 7.1(f), the payment of the Breakup Fee shall be the sole and exclusive remedy available to Parent, Merger Sub or any of their Affiliates against the General Partner, Partnership and their Affiliates (including the Sponsor) and any of their respective former, current or future general or limited partners, shareholders, unitholders, managers, members, officers, directors, employees, Representatives or their respective Affiliates with respect to this Agreement or the transactions contemplated hereby, including the Support Agreement, even in the event of Fraud or any Willful Breach.
(c) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and are not a penalty, and that, without these agreements, neither party would enter into this Agreement. If the Partnership fails to pay promptly the amounts due pursuant to this Section 7.3, then the Partnership will also pay Parent interest on the unpaid amount under this Section 7.3, accruing from its due date, at an interest rate per annum equal to two percentage points in excess of the prime commercial lending rate quoted by The Wall Street Journal and the reasonable out-of-pocket expenses (including legal fees) in connection with any action taken to collect payment. Any change in the interest rate hereunder resulting from a change in such prime rate will be effective at the beginning of the date of such change in such prime rate.
(d) The parties acknowledge and agree that Sponsor, pursuant to the terms of the Sponsor Agreement, may satisfy the Partnership’s obligations under this Section 7.3.
Breakup Fee. If (x) Sponsor or Parent terminates this Agreement pursuant to Section 2.2 and the Merger Agreement is terminated pursuant to Section 7.1(f) thereof and (y) within two business days of such termination, the Conflicts Committee determines in good faith that the termination of the Merger Agreement, and the payment of the Breakup Fee, is not in the best interests of the Partnership and the holders of the Partnership Common Units (excluding the Sponsor Parties and its Affiliates) (disregarding the application of this Section 2.3), then the Sponsor shall have the obligation to pay the Breakup Fee to Parent as set forth in Section 7.3 of the Merger Agreement.
Breakup Fee. Following the occurrence of both the entry of the Bid Procedures Order, and the execution and delivery of this Agreement by Seller and Purchaser, Purchaser shall be entitled to receive back the Deposit, and a breakup fee in an aggregate amount equal to three percent (3%) of the Purchase Price (the “Breakup Fee”) upon the occurrence (each, a “Breakup Fee Trigger Event”) of (a) the closing of a transaction with an alternate buyer for the Property, whether as a standalone sale of the Property or the sale of the Property as part of a larger transaction to a buyer purchasing a portion or all of the Debtors’ business, including for the avoidance of doubt, a transaction that was consummated following Seller’s exercise of a Fiduciary Out (an “Alternative Transaction”) or (b) the Debtors elect to close an Alternative Transaction but fail to close either the Alternative Transaction by October 30, 3024 or close the transaction with Purchaser as the Back-Up Bidder (as defined below) pursuant to Section 5.2.7 hereof, including due to a failure of a condition set forth in Section 10.1 below. The Parties agree that, subject to Bankruptcy Court approval, the Breakup Fee shall (i) be paid in full from the cash proceeds of an Alternative Transaction in the event of an Alternative Transaction and (ii) to the extent not paid from the cash proceeds of an Alternative Transaction, be treated as a super priority administrative expense under section 503 of the Bankruptcy Code with priority over all other administrative expenses of Sellers of the kind specified in section 503(b) of the Bankruptcy Code; provided, that, the priority of such super priority administrative expense shall be junior to the Carve-Out (as defined in the DIP Motion) and, for the avoidance of doubt, shall be payable solely upon the DIP ABL Obligations and Prepetition ABL Obligations being Paid in Full. The parties acknowledge and agree that in no event shall Seller be required to pay the Breakup Fee on more than one occasion. Following the occurrence of the Breakup Fee Trigger Event, the Breakup Fee shall be payable within (3) Business Days after the closing of an Alternative Transaction from the proceeds of such Alternative Transaction. Seller’s obligation to pay the Breakup Fee shall survive the termination of this Agreement.
Breakup Fee. If this Agreement is terminated by any Party hereto due to the failure of Seller or LMP to obtain the Necessary Seller Approvals prior to the Closing Date Deadline, regardless of the reason for such failure, then Buyer shall be entitled to receive from Seller and LMP, and Seller and LMP shall be obligated to pay Buyer within 3 business days following receipt of an invoice from Buyer, a fee (the “Breakup Fee”) equal to the reasonable costs and fees expended or incurred by Buyer and Fayette AWV RE, LLC for the transactions contemplated herein and under the Real Property Purchase and Sale Agreement.
Breakup Fee. (a) If this Agreement is terminated by the Partnership pursuant to Section 7.1(h) [Superior Offer], then the Partnership shall pay to Parent the Partnership Breakup Fee contemporaneously with and as a condition to such termination, by wire transfer of same day federal funds to the account specified by Parent.
(b) If this Agreement is terminated by Parent pursuant to Section 7.1(g)(i) [Change of Recommendation] or Section 7.1(g)(ii) [Willful Breach of Non-Solicit], then the Partnership shall pay to Parent within three (3) business days after the date of termination, the Partnership Breakup Fee, by wire transfer of same day federal funds to the account specified by Parent.
(c) If (i) this Agreement is terminated by Parent pursuant to Section 7.1(f) [
Breakup Fee. (a) If any person (other than Purchaser or any of its Affiliates) shall have made, proposed, communicated or disclosed a proposal for an acquisition of the Company or its assets or business, or a combination with the Company, or a financing transaction proposal as an alternative to the transactions contemplated by this Agreement (a "Competing Proposal") in a manner which is or becomes public and this Agreement is terminated following such proposal, then the Company shall, simultaneously with termination of this Agreement, pay to Purchaser a fee (the "Breakup Fee") in the amount of $500,000 or, if greater, 2.5% of the value of the Company established by a proposed transaction, if, following the announcement or proposal of a transaction, this Agreement is terminated. If (in the absence of a Competing Proposal) the stockholders do not approve the transactions contemplated by this Agreement, the Company shall pay to Purchaser the $100,000 required pursuant to the terms of the Management Services Agreement (the "Consulting Fee") and shall issue to Purchaser a warrant (the "Breakup Warrant") for 250,000 shares at the purchase price of $1.00 per share, which will be exercisable immediately and will expire if not exercised within five years, and will otherwise have the terms and conditions set forth on Exhibit F. The Consulting Fee shall be paid by wire transfer of immediately available funds.
(b) The Company agrees that the agreement contained in Section 6.02(a) above is an integral part of the transactions contemplated by this Agreement and that the Consulting Fee constitutes liquidated damages and not a penalty. If Company fails to promptly pay to Purchaser any amount due under such Section 6.02(a), Company shall pay the costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid amount at the annual rate of four percent (4%) above the publicly announced prime rate of Citibank, N.A. (or, if lower, the maximum rate permitted by law) from the date such amount was required to be paid to the date of payment.
(c) The Company agrees to reserve 250,000 shares of its Common Stock for issuance in connection with the exercise of the Breakup Warrant, if the Breakup Warrant is issued. The obligation to reserve shares in connection with the Breakup Warrant shall survive termination of this Agreem...
Breakup Fee. If this Agreement is terminated (a) by any party hereto due to the failure of Frontier's shareholders to approve this Agreement and the consummation of the Exchange (regardless of the reason for such failure to approve) or (b) by Frontier pursuant to Section 13.01(f), then Aspect and Esenjay shall be entitled to receive from Frontier, and Frontier shall be obligated to pay to each of Aspect and Esenjay, within one business day following receipt of an invoice therefor, a fee equal to the sum of all out-of-pocket expenses and fees (including fees and expenses of counsel, accountants, experts, and consultants) actually incurred or accrued by Aspect or Esenjay in connection with this Agreement and the Exchange. In addition, Aspect and Esenjay shall each be entitled to an assignment of 10% of Frontier's interest in the Lapeyrouse Prospect, Terrebonne Parish, Louisiana as described on Schedule 4.17, which assignment Frontier shall promptly deliver.