Common use of Inducement Payment Clause in Contracts

Inducement Payment. 11.1 ▇▇▇▇▇ ▇▇▇▇ undertakes to pay to Offeror the sum of £8,960,000 (eight million, nine hundred and sixty thousand pounds sterling) (or such lesser amount as would be required to ensure that: (a) the 1 per cent. limit on inducement payments in the Code is not exceeded; and (b) no approval of ▇▇▇▇▇ ▇▇▇▇’▇ shareholders is required under chapter 10.2.7 of the Listing Rules) (the Inducement Payment) by way of compensation for any loss or damage suffered by Offeror if: (i) the Announcement is released in accordance with clause 2.1; and (ii) after such Announcement, a Competing Proposal completes, becomes effective or is declared or becomes unconditional in all respects (an Inducement Payment Event). 11.2 ▇▇▇▇▇ ▇▇▇▇ shall pay the Inducement Payment by no later than ten (10) Business Days after the date of the Inducement Payment Event which causes it to become payable pursuant to clause 11.1. 11.3 All sums payable under this clause 11 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Offeror in writing to ▇▇▇▇▇ ▇▇▇▇ and shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by Law) and without regard to any lien, right of set-off, counterclaim or otherwise. If any deduction or withholding is required by Law, ▇▇▇▇▇ ▇▇▇▇ shall be entitled to make the deduction or withholding but shall not be required to pay any additional amount with respect thereto. 11.4 If the Inducement Payment is paid in accordance with this clause 11, except with respect to fraud, Offeror’s right to receive the Inducement Payment (plus any additional amounts in respect of VAT payable pursuant to clause 12) shall be the sole and exclusive remedy of Offeror or Bidco against ▇▇▇▇▇ ▇▇▇▇, its affiliates and its directors and officers for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated herein and in no circumstance shall ▇▇▇▇▇ ▇▇▇▇ be required to pay the Inducement Payment more than once or pay more than one Inducement Payment.