Company Termination Fee Sample Clauses

Company Termination Fee. The Company shall pay Parent a one-time nonrefundable fee equal to Twenty-Eight Million Dollars ($28,000,000) (the “Company Termination Fee”) less any Expense Reimbursement previously paid or payable (such that the Company shall not be required under Section 7.3(a)(iii) to pay any combination of the Company Termination Fee and any Expense Reimbursement to Parent equal to more than the Company Termination Fee) in the event that: (i) the Company terminates this Agreement pursuant to Section 7.1(c)(i); (ii) Parent terminates this Agreement pursuant to Section 7.1(d)(ii); or (iii) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(i), or Parent terminates this Agreement pursuant to Section 7.1(d)(i), Section 7.1(d)(ii) or Section 7.1(d)(iii), (B) prior to such termination, any Person or group of Persons shall have made a bona fide Alternative Transaction Proposal (whether made publicly by such Person or group of Persons or as a result of any other public disclosure by any Person or group of Persons or, in the case of a termination pursuant to Section 7.1(b)(i) or Section 7.1(d)(iii), whether publicly as aforesaid or privately to the Board of Directors of the Company) and such proposal shall not have been unequivocally and, if appropriate, publicly, terminated or withdrawn prior to the termination of this Agreement referred to in this Section 7.3(a)(iii) (a “Pending Alternative Transaction Proposal”), and (C) at any time after the date of this Agreement and prior to the twelve (12) month anniversary of the termination of this Agreement, the Company enters into a definitive agreement (and subsequently consummates) or consummates, any Alternative Transaction Proposal (for purposes of this clause (iii)(C), the applicable percentages in the definition of “Alternative Transaction” as used in the definition of “Alternative Transaction Proposal” shall be fifty percent (50%) rather than fifteen percent (15%)).

Company Termination Fee. Subject to the last sentence of this Section 7.2(b), if this Agreement is terminated (i) by the Company pursuant to Section 7.1(c), or (ii) by Parent pursuant to Sections 7.1(d), 7.1(f), or 7.1(i) (if, with respect to Section 7.1(i), the failure of the Offer to be consummated is the result of the existence of any of the conditions set forth in clauses (a), (c), (d), (g) or (i) of Annex A to this Agreement), then the Company shall promptly, and in any event within five (5) Business Days after the date of such termination (except as provided in the proviso below), pay Parent the Company Termination Fee by wire transfer of immediately available funds. Subject to the last sentence of this Section 7.2(b), if this Agreement is terminated (i) by Parent pursuant to Section 7.1(d) or Section 7.1(f) or by the Company pursuant to Section 7.1(c), or (ii) by Parent or the Company pursuant to Section 7.1(e) or by Parent pursuant to Section 7.1(i) in each case only if the failure of the Acceptance Date to have occurred prior to the date of such termination is the result of (x) the failure to satisfy the Minimum Tender Condition Threshold or (y) the existence of any of the conditions to the Offer set forth in clauses (a), (c), (d), (e), (f), (g), (h) or (i) of Annex A, then the Company shall promptly, and in any event within five (5) Business Days after the date of such termination, repay to Parent the Initial Funding Amount by wire transfer of immediately available funds. Notwithstanding anything to the contrary contained herein, if Merger Sub extends the Offer pursuant to clause (ii) or clause (iv) of the fifth sentence of Section 1.1(a) of this Agreement when all of the conditions to the Offer have been met then, notwithstanding a subsequent termination of this Agreement, under no circumstances shall the Company be obligated to pay the Company Termination Fee or to repay the Initial Funding Amount to Parent if such obligation arises only from events that occur after the Offer is extended, provided, that this restriction shall not apply if the Company shall have willfully failed to perform any obligation to be performed by it under this Agreement at such time of termination and the failure of such performance has resulted in the termination of this Agreement.

Company Termination Fee. If (i) this Agreement is terminated by the Company pursuant to Section 7.1(c)(iii), (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii) or (iii) (A) after the date of this Agreement, an Alternative Acquisition Proposal is made, proposed, communicated or otherwise becomes publicly known prior to the Company Shareholder Meeting, (B) this Agreement is terminated pursuant to Section 7.1(b)(iii) or Section 7.1(d)(i) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal (substituting for purposes of this Section 7.3(a)(iii)(C) in the definition thereof “50%” for “20%” and “80%” in each place each such phrase appears) or (2) entered into a definitive agreement providing for any Alternative Acquisition Proposal (substituting for purposes of this Section 7.3(a)(iii)(C) in the definition thereof “50%” for “20%” and “80%” in each place each such phrase appears), then, in each case, the Company shall pay to Parent or Parent’s designee(s), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent or such designee, a fee of $250,000,000 in cash (the “Company Termination Fee”); provided, however, that if this Agreement is terminated by the Company pursuant to Section 7.1(c)(iii) prior to the No-Shop Period Start Date to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, then the “Company Termination Fee” shall be $125,000,000. The payment of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (i) above, within three (3) Business Days after such termination in the case of clause (ii) above, or on the earlier of (x) the execution of a definitive agreement with respect to an Alternative Acquisition Proposal and (y) consummation of any Alternative Acquisition Proposal in the case of clause (iii) above (it being understood and agreed that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion). On the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or...

Company Termination Fee. The Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account designated by Parent: (a) if this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii) , in which case, payment shall be made promptly, and in any event within two (2) Business Days after such termination; (b) if this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), in which case, payment shall be made concurrently with such termination; provided, however, that if this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii) to accept a Superior Offer from an Excluded Party prior to the Go-Shop Agreement Cut-Off Date, the Company Termination Fee shall equal the Go-Shop Termination Fee; or, (c) if (i) this Agreement is terminated (A) by the Company or Parent pursuant to Section 8.1(b)(i) (unless the Company would have been entitled to terminate this Agreement pursuant to Section 8.1(d)(i) but for such termination pursuant to Section 8.1(b)(i)), (B) by the Company or Parent pursuant to Section 8.1(b)(iii) or (C) by Parent pursuant to Section 8.1(c)(i), Section 8.1(c)(iii) or Section 8.1(c)(iv) and (ii) within twelve (12) months following the date of such termination, the Company consummates any transaction in respect of a Takeover Proposal or enters into an agreement in in respect of a Takeover Proposal which is later consummated, in which case, payment shall be made promptly, and in any event within two (2) Business Days, after the date on which the Company consummates such transaction in respect of such Takeover Proposal.

Company Termination Fee. If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i), then the Company shall pay to Parent an amount in immediately available funds equal to $24,000,000 (the “Company Termination Fee”) within three Business Days after such termination.

Company Termination Fee. Parent shall be entitled to payment of the Company Termination Fee if and when payable pursuant to Section 7.4(a).

Company Termination Fee. (a) If this Agreement is terminated (i) by the Company pursuant to Section 7.01(d) or (ii) by Parent or the Company, as applicable, pursuant to Section 7.01(c), 7.01(e), 7.01(f) (unless the actions or omissions of Parent or Merger Sub have been the primary cause of, or resulted in either (A) the failure to satisfy the conditions to the obligations of the Company to consummate the Merger set forth in Article VI prior to the Outside Termination Date, or (B) the failure of the Effective Time to have occurred prior to the Outside Termination Date) or 7.01(g), the Company shall pay Parent or its designee the Company Termination Fee by wire transfer of immediately available funds; (x) in the case of any termination pursuant to clause (i) above, prior to or contemporaneous with such termination, and (y) in the case of any termination pursuant to clause (ii) above, only if (A) prior to such termination but after the date hereof, an Acquisition Proposal is made known to the Company or publicly announced by any Person (other than Parent, Merger Sub or their respective Affiliates) and (B) an Acquisition Proposal is consummated or the Company enters into an acquisition agreement for an Acquisition Proposal with any Person, in any case, within twelve (12) months following such termination, in which case such payment shall be made prior to or contemporaneous with the consummation of, or entering into an acquisition agreement for, an Acquisition Proposal. For the avoidance of doubt, in no event shall the Company be obligated to pay, or cause to be paid, the Company Termination Fee on more than one (1) occasion. (b) In the event that this Agreement is terminated pursuant to Section 7.01(c) or Section 7.01(g), the Company shall reimburse Parent or its designee for the documented reasonable out-of-pocket fees and expenses incurred by Parent, Merger Sub or any of their Affiliates in connection with this Agreement or the transactions contemplated hereby up to an aggregate amount of $2,400,000, by wire transfer of immediately available funds not later than five (5) Business Days after delivery to the Company of an itemization setting forth in reasonable detail all such reimbursable expenses; provided that any amounts paid by the Company of Parent pursuant to this Section 7.02(b) shall reduce on a dollar-for-dollar basis any Company Termination Fee that becomes due and payable pursuant to Section 7.02(a). The parties acknowledge that (i) the agreements contained in this Section...

Company Termination Fee. In the event that (i) this Agreement is terminated by Parent pursuant to Section 7.1(f) or by the Company pursuant to Section 7.1(g) or (ii) (A) any person shall have made an Alternative Transaction Proposal for the Company after the date hereof which proposal has been publicly disclosed and not withdrawn and thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iv) and (B) within twelve (12) months after the termination of this Agreement, an Alternative Transaction shall have been consummated or any definitive agreement with respect to such Alternative Transaction shall have been entered into, the Company shall pay Parent a fee equal to $150 million in immediately available funds (the “Company Termination Fee”) simultaneously with such termination, in the case of a termination described in clause (i) above, or promptly upon such fee becoming payable under clause (ii) above, in the event of a termination described in clause (ii) above. For the purposes of the foregoing clause (ii)(B) above, the term “Alternative Transaction” shall have the meaning assigned to such term in Section 5.4 of this Agreement except that the references to “25%” in the definition of “Alternative Transaction” in Section 5.4 of this Agreement shall be deemed to be references to “50%.”

Company Termination Fee. (i) In the event that the Company terminates this Agreement pursuant to Section 7.1(c)(i), then the Company shall pay Parent substantially concurrently with such termination pursuant to Section 7.1(c)(i) a one-time fee equal to Thirty-One Million Five Hundred Thousand Dollars ($31,500,000) (the “Company Termination Fee”). (ii) In the event that (A) prior to the Company Stockholders’ Meeting, or any adjournment or postponement thereof, in either case, at which a final vote with respect to the Company Stockholder Approval was taken, Parent terminates this Agreement pursuant to Section 7.1(d)(ii)(A), or (B) Parent terminates this Agreement pursuant to Section 7.1(d)(ii)(B) then the Company shall pay Parent within two (2) Business Days of the date of such termination a one-time fee equal to the Company Termination Fee. (iii) In the event that (A) this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(iii) or Section 7.1(d)(i)(B), (B) at any time prior to the termination of this Agreement (or, in the case of a termination pursuant to Section 7.1(b)(iii), prior to the Company Stockholders’ Meeting, or any adjournment or postponement thereof, in either case, at which a final vote with respect to the Company Stockholder Approval was taken), an Alternative Transaction Proposal shall have been communicated to or otherwise made known to the Company Stockholders, senior management or the Board of Directors of the Company, and (C) within twelve (12) months after the date of such termination, the Company enters into any definitive agreement in respect of an Alternative Transaction Proposal for which the transaction contemplated thereby is subsequently consummated (regardless if consummated after such twelve (12) month period), or the Company otherwise consummates any other such transaction, then the Company shall pay Parent, within two (2) Business Days of the date such transaction is consummated, a one-time fee equal to the Company Termination Fee (provided that for purposes of this clause (ii), each reference to “20%” in the definition of Alternative Transaction Proposal shall be deemed to be references to “50%”). (iv) The Company Termination Fee or Parent Expenses, if any and as applicable, shall be paid by wire transfer of immediately available funds on the applicable date specified above to an account designated by Parent. Parent shall have the right to assign the right to receive the Company Termination Fee or Parent Expenses to one or more Aff...