Commitment Fee; Expenses Sample Clauses

Commitment Fee; Expenses. (i) VitalStream shall pay to Dolphin Partners a commitment fee (the "Commitment Fee") in an amount equal to $25,000 as follows (A) if VitalStream has elected to consummate the Initial Closing pursuant to Section 2C(i) of this Agreement, one-third of the Commitment Fee shall be paid at the Initial Closing and the remaining two-thirds of the Commitment Fee shall be paid at the Subsequent Closing and (B) if VitalStream has not elected to consummate the Initial Closing pursuant to Section 2C(i) of this Agreement, the aggregate amount of the Commitment Fee shall be paid in full at the Subsequent Closing. The Commitment Fee shall be payable in shares of Common Stock (which shall not be registered under the Securities Act) in an amount equal to $25,000 divided by the Market Price of the Common Stock as determined as of the day three (3) days prior to the Closing Date at which the Commitment Fee is to be paid. Notwithstanding the foregoing, if any fractional interest in a share of Common Stock would be deliverable upon the payment of the Commitment Fee, VitalStream, in lieu of delivering the fractional share therefor, shall pay an amount in cash to Dolphin Partners equal to the Market Price of such fractional interest of Common Stock.
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Commitment Fee; Expenses. (i) To compensate Buyer for entering into this Letter of Intent and taking action to consummate the Transaction and incurring the costs and expenses related thereto and other losses and expenses, including the foregoing by Buyer of other opportunities, Seller agrees to pay to Buyer an aggregate amount equal to Five Million Dollars ($5,000,000) less Buyer's Expenses (as defined below) (the "Commitment Fee") if (w) Buyer's board of directors has authorized execution by Buyer of the Definitive Agreement, subject to execution of same by Seller, (x) Buyer has provided to Seller on or before the close of business New York Time May 2, 1997 a Bank Commitment Letter and an Equity Commitment Letter providing for debt and equity financing for the Transaction in an aggregate amount of at least Five Hundred Sixty Million Dollars ($560,000,000), (y) either Seller's board of directors does not authorize, on or before May 2, 1997, Seller to execute the Definitive Agreement or Seller once so authorized does not execute the Definitive Agreement on or before the close of business New York time on May 2, 1997, and (z) on or before the close of business New York time on May 2, 1997 either (A) an Alternative Proposal shall become publicly announced or shall have been publicly known (excluding any such Alternative Proposal that has been publicly announced on or before the date hereof), or (B) an Alternative Proposal shall have been communicated to Seller or any of Seller's Affiliates or the Entertainment Companies, or any representative of any of the foregoing (including any such Alternative Proposal that has been so communicated on or before the date hereof), and on or before the close of business New York time on May 1, 1998 Seller or any of the Seller Affiliated Group or the Entertainment Companies either enters into an agreement (the "Alternative Agreement") with any party directly or indirectly connected with the Alternative Proposal to consummate an Alternative Proposal or otherwise effectuates an Alternative Proposal with any such party (the "Alternative Transaction"). If any of the foregoing events occurs, Seller shall also pay Buyer's Expenses. "Bank
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Commitment Fee; Expenses. Borrower has paid a commitment fee in the amount of Twenty-Five Thousand Dollars ($25,000) (the "Commitment Fee"). The Commitment Fee, less an amount to pay Lenders' Expenses and Agent's Expenses in connection with due diligence and the negotiation and documentation (including filing and recording fees) of the Loan Documents, will be applied to the first payment due by Borrower after Agent's determination of such expenses. If such expenses exceed the Commitment Fee, Borrower agrees to pay such expenses within thirty (30) days of invoice.
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Commitment Fee; Expenses. Bank shall have received payment from Borrower of a commitment fee in the amount of $32,500. Further, Borrower shall have paid all expenses of Bank (including fees and expenses of its counsel) in connection with the preparation of this Amendment, the Amended and Restated Revolving Loan Promissory Note, and the other documents related to this Amendment.
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Commitment Fee; Expenses. (a) In the event (i) that this Agreement is terminated pursuant to (A) Section 9.1(b) in connection with (x) a delay in the closing of the ClubCorp Merger that occurs based on a condition or circumstance that is attributable to ClubCorp or Pinehurst Company or (y) any other event or circumstance which is not attributable to Purchaser, (B) Section 9.1(d) based on a condition or circumstance that is attributable to ClubCorp or Pinehurst Company, or (C) Section 9.1(e); or (ii) that the New Loan Agreement does not close prior to or simultaneously with the Closing, then in each such case, ClubCorp shall be responsible to PacLife for the full amount of any unreturned portion of the Commitment Fee, and Purchaser shall have no further liability thereafter with respect to the Commitment Fee or any portions thereof withheld by PacLife.
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Related to Commitment Fee; Expenses

  • Commitment Fee The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

  • Commitment Fees, etc (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.

  • Commitment Fees (i) On each Advance Date the Company shall pay to the Investor, directly from the gross proceeds held in escrow, an amount equal to five percent (5%) of the amount of each Advance. The Company hereby agrees that if such payment, as is described above, is not made by the Company on the Advance Date, such payment will be made at the direction of the Investor as outlined and mandated by Section 2.3 of this Agreement.

  • Unused Commitment Fee Borrower shall pay to Bank a fee equal to ten-hundredths percent (0.10%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a calendar quarter basis by Bank and shall be due and payable by Borrower in arrears on the last day of each September, December, March and June.

  • Unused Fees For each day during the term hereof that the Applicable Rate is determined pursuant to clause (a) of the definition of Applicable Rate, the Borrower shall pay a fee to the Administrative Agent for the pro rata benefit of the Lenders in an amount equal to the Daily Unused Fee for such day (all such fees incurred during any given calendar quarter constituting the “Unused Fees” for such quarter). The Unused Fees shall be payable quarterly in arrears on the first Business Day of each calendar quarter and as of the Maturity Date.

  • Termination Fee; Expenses (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.”

  • Facility Fee The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee, in Dollars, equal to the Applicable Rate for facility fees times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.18. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for facility fees during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for facility fees separately for each period during such quarter that such Applicable Rate for facility fees was in effect.

  • Unused Fee From and after the Closing Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lenders.

  • Unused Facility Fee A quarterly Unused Facility Fee equal to one quarter of one percent (0.25%) per annum of the difference between the Revolving Line and the average outstanding principal balance of Advances during the applicable quarter, which fee shall be payable within five (5) days of the last day of each such quarter and shall be nonrefundable; and

  • Facility Fees During the period from the Effective Date to but excluding the Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Lenders a facility fee equal to the daily aggregate amount of the Commitments (whether or not utilized) times a rate per annum equal to the Applicable Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the Termination Date or any earlier date of termination of the Commitments or reduction of the Commitments to zero. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

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