Inducement Fee Sample Clauses
An Inducement Fee clause requires one party, typically the seller, to pay a specified fee to the other party if a particular event occurs, such as the seller accepting a competing offer or failing to complete a transaction. This fee is usually triggered in the context of mergers and acquisitions, where it serves as compensation for the time and resources the buyer has invested in the deal. The core practical function of this clause is to discourage parties from backing out of an agreement or entertaining alternative offers, thereby providing certainty and protecting the interests of the party seeking the transaction.
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Inducement Fee. 11.1 As an inducement for Offeror agreeing to the release of the Announcement and for committing resources towards implementation of the Transaction, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror the Inducement Fee.
11.2 An Inducement Fee Payment Event shall be if:
(a) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and prior to the Scheme or, as the case may be, Takeover Offer lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 of the Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction does not become effective or, if implemented by way of Takeover Offer, does not become or is not declared unconditional in all respects; or
(b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and
(i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and
(ii) the Takeover Offer does not become or is not declared unconditional in all respects; or
(c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transaction.
11.3 Offeree shall pay the Inducement Fee to Offeror within ten Business Days of the occurrence of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror.
11.4 Offeror intend...
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Seller hereby agrees to pay to the Buyer not later than January 29, 2000, the sum of $500,000 (the "Inducement Fee"). The Inducement Fee will be included in the Liabilities and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Assets) who acquires, directly or indirectly, the Assets, or any portion thereof, as a result of the execution and delivery by the Seller of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by the Manufacturer or any person claiming by, through or under it. Subject to the foregoing, the obligation to pay the Inducement Fee shall survive the termination of this Agreement.
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Sellers hereby agree, jointly and severally, to pay to Sonic Automotive, Inc., not later than March 31, 1998, the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be an Assumed Liability and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Purchased Assets) who purchases the Purchased Assets, or any portion thereof, based upon the terms of this Agreement. The Inducement Fee will be reflected as a liability in the Closing Balance Sheet (as defined in Section 1.3(c) below), but will not be taken into account in determining the Net Current Assets (as defined in Section 1.3(a) below), notwithstanding the provisions of said Section 1.3(c). The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by any applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. Any New Lender shall have received the Inducement Fee described in Section 2.5.2.
Inducement Fee. On or prior to the date as of which any New Lender becomes a party to this Credit Agreement, Borrower shall pay to any New Lender a one-time arrangement fee (the "Inducement Fee") in an amount to be agreed in writing between the New Lender and the Borrower, which Inducement Fee shall be fully earned and nonrefundable when paid.
Inducement Fee. As an inducement to Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, Seller hereby agrees to pay to Buyer not later than July 15, 1999 the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be included in the Liabilities and will become an obligation of Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right), with respect to any of the Assets who purchases the Assets, or any portion thereof, as a result of the execution and delivery by Seller of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by an applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. As an inducement to Paradigm to commit assets and personnel and undertake the obligation to conduct the Project Plan over the Term of this Agreement, Monsanto agrees to pay Paradigm ten million dollars ($10,000,000) of which [___________________________________ __________________]* shall be paid upon execution and [___________ _______________]* shall be paid by January 17, 2000. 14 -------- * Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Commission.
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Sellers hereby agree, jointly and severally, to pay to the Buyer not later than April 30, 1999, the sum of $500,000 (the "INDUCEMENT FEE"). The Inducement Fee will be included in the Liabilities and will become an obligation of the Buyer or any other person (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the Assets) who purchases the Assets, or any portion thereof, as a result of the execution and delivery by the Sellers of this Agreement. The Inducement Fee will be canceled if this Agreement is terminated for any reason other than the exercise of a right of first refusal, preemptive right or other similar right, by an applicable automobile manufacturer or distributor or any person claiming by, through or under it.
Inducement Fee. The parties agree that the provisions of Schedule 5 shall apply in respect of the Inducement Fee.
Inducement Fee. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at Closing, the Sellers hereby agree to cause the Company to pay to the Buyer not later than nine (9) months after the date hereof, the sum of $1,500,000 (the "INDUCEMENT Fee"). The Inducement Fee will be included in the liabilities of the Company and will become an obligation of any person or entity (including any holder of a right of first refusal, preemptive right or other similar right, with respect to any of the assets of the Company or the Shares) who purchases the assets of the Company or the Shares, or any portion thereof, as a result of the execution and delivery by Sellers of this Agreement. This