Common use of Merger Agreement Termination Fee Clause in Contracts

Merger Agreement Termination Fee. In the event that (i) SV is required to make a payment to the Company pursuant to Section 8.2(d)(i) of the Merger Agreement or (ii)(A) SV is required to make a payment to the Company pursuant to Section 8.2(d)(ii) of the Merger Agreement and (B) the board of directors of SV shall have failed to include or make or shall have publicly withdrawn, modified or changed, in a manner adverse to the Company, the Parent Board Recommendation for reasons primarily related to antitrust concerns, Onyx shall be responsible for the payment to the Company of (or shall reimburse SV for) an amount equal to $70,000,000 of such $250,000,000 payment.