Mykrolis Termination Fee Sample Clauses

Mykrolis Termination Fee. If this Agreement is terminated pursuant to (i) Section 9.01(b), Section 9.01(c)(i) (but only with respect to the conditions set forth in Section 7.02 (a), (b) and (c)), or Section 9.01(c)(ii)(B), and (A) prior to the Mykrolis Shareholders’ Meeting, a Third Party Acquisition Proposal relating to Mykrolis shall have been made to Mykrolis and shall have become known publicly or been made directly to Mykrolis’ stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Third Party Acquisition Proposal relating to Mykrolis and (B) within 12 months after such termination Mykrolis or any of its Subsidiaries (1) enters into a definitive agreement with respect to any Third Party Acquisition Proposal and such Third Party Acquisition Proposal is subsequently consummated within or after such 12-month period, or (2) consummates any Third Party Acquisition Proposal, or (ii) Section 9.01(e), then Mykrolis shall pay to Entegris a non-refundable fee equal to $23,500,000 (the “Termination Fee”), plus all Expenses of Entegris (up to a maximum of $1,500,000). Such Termination Fee and Expenses shall be payable by Mykrolis as follows: (i) in the case of a termination pursuant to clause (i) above, upon such consummation of such Third Party Acquisition Proposal or (ii) in the case of a termination pursuant to clause (ii) above, promptly, but in no event later than two business days after the date of such termination.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs

Related to Mykrolis Termination Fee

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • Termination Fee (a) In the event that:

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

  • Series Termination (a) If, on the July 2028 Distribution Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount at the close of business on the last day of the Monthly Period preceding the Series 2023-3 Termination Date (after giving effect to all distributions required to be made on the Series 2023-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to subsection 7.02(b)) occur on the Series 2023-3 Termination Date. The Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall not be entitled to participate in such bidding process or to purchase the Receivables; provided, however, that, to the extent the Collateral Interest Holder is not the Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with the Transferor for purposes of United States generally accepted accounting principles, the Collateral Interest Holder may participate in such bidding process.

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

Time is Money Join Law Insider Premium to draft better contracts faster.