Common use of Parent Payment Clause in Contracts

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, within two Business Days following such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (Medallia, Inc.)

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Parent Payment. If this Agreement is validly terminated by (i) the Company pursuant to Section 8.1(g7.1(g), or (ii) or the Parent pursuant to Section 8.1(i7.1(c) and at such time the Company could have validly terminated this Agreement pursuant to Section 7.1(g), then in either case the Parent must, must promptly (and in any event within two five Business Days Days) following such termination, termination pay or cause to be paid to the Company or its designee an amount equal $24,258,870 in cash (the “Parent Termination Fee”), in accordance with the payment instructions provided to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time)Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), or by either Parent or the Company pursuant to Section 8.1(c) and at such time the Company could have terminated this Agreement pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, within two Business Days following such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)

Parent Payment. If this Agreement is validly terminated (i) by the Company pursuant to Section 8.1(g7.01(h) or Section 8.1(i7.01(i) or (ii) by Parent pursuant to Section 7.01(b) at a time when the Company could have terminated under Section 7.01(i) (without giving effect to the requirement in Section 7.01(i)), then Parent must, within two Business Days following such termination, shall promptly pay or cause to be paid the Parent Termination Fee to the Company or its designee an amount equal to designee, within two (2) Business Days following the Parent Termination Fee by wire transfer date of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time)such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innerworkings Inc)

Parent Payment. If this Agreement is validly terminated by the Company pursuant to Section 8.1(g) or Section 8.1(i) (or by Parent pursuant to Section 8.1 after such time as the Company has complied with the respective requirements of, and thus at such time had the right to terminate this Agreement pursuant to, Section 8.1(g) or Section 8.1(i)), then Parent must, within two Business Days following such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the an account designated in Schedule 8.3(c) (which Schedule may be updated writing by the Company from time to time)Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Everbridge, Inc.)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, must promptly (and in any event within two five Business Days Days) following such termination, termination pay or cause to be paid to the Company or its designee an amount equal to $256,000,000.00 in cash (the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to timeFee”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ellie Mae Inc)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, must promptly (and in any event within two five Business Days Days) following such termination, termination pay or cause to be paid to the Company or its designee an amount equal to $136,857,000 in cash (the Parent Termination Fee Fee”) in accordance with the payment instructions which have been provided to Parent by wire transfer the Company as of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be Agreement Date, or as further updated by written notice by the Company from time to time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, must within two (2) Business Days following such termination, termination pay or cause to be paid to the Company or its designee an amount equal to $11,055,000.00 (the Parent Termination Fee Fee”) by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(c) (which Schedule may be updated writing by the Company from time to time)Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalscape Inc)

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Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g8.1(e) or Section 8.1(i), or by either Parent or the Company pursuant to Section 8.1(c) and at such time the Company could have terminated this Agreement pursuant to Section 8.1(e) or Section 8.1(i), then Parent must, within two Business Days following such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)

Parent Payment. If (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 8.1(g) or Section 8.1(i), then Parent mustshall promptly, within but in no event later than two (2) Business Days following after the date of such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the an account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time)in immediately available funds.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Answers CORP)

Parent Payment. If this Agreement is validly terminated pursuant to Section 8.1(g8.1(h) or Section 8.1(i8.1(j), then Parent must, must promptly (and in any event within two five Business Days Days) following such termination, termination pay or cause to be paid to the Company or its designee an amount equal to $136,857,000 in cash (the Parent Termination Fee Fee”) in accordance with the payment instructions which have been provided to Parent by wire transfer the Company as of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be Agreement Date, or as further updated by written notice by the Company from time to time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

Parent Payment. (i) If this Agreement is validly terminated pursuant to Section 8.1(g) or Section 8.1(i), then Parent must, within two Business Days following such termination, pay or cause to be paid to the Company or its designee an amount equal to the Parent Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(c) (which Schedule may be updated by the Company from time to time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Momentive Global Inc.)

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