Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company by reason of Section 8.3, then Parent shall pay Company a fee equal to $2,000,000 (the "Parent Termination Fee").
Appears in 2 contracts
Sources: Merger Agreement (Wasatch Interactive Learning Corp), Merger Agreement (Plato Learning Inc)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if In the event that this Agreement is terminated by the Company by reason pursuant to Section 8.4(a) but solely as a result of Parent’s or Acquisition Sub’s breach of Section 8.36.7 or Section 8.4(c), then Parent shall pay to the Company a fee equal to $2,000,000 4,375,000 (the "“Parent Termination Fee")”) within two business days of such termination.
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, Inc.)
Parent Termination Fee. If Promptly following the execution of this Agreement is terminated by (and in any event no later than 3:00 p.m. EST on the first Business Day after the date hereof), Parent for any reason other than as set forth in Sections 8.2 or 8.4shall pay, or if this Agreement is terminated by cause to be paid, to the Company by reason of Section 8.3, then Parent shall pay Company a fee equal to $2,000,000 2,290,650 (the "“Parent Termination Fee")”) by wire transfer of immediately available funds to the account specified in Exhibit A hereto.
Appears in 2 contracts
Sources: Agreement and Release (Conmed Healthcare Management, Inc.), Agreement and Release (Conmed Healthcare Management, Inc.)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if In the event this Agreement is terminated by the Company by reason of pursuant to Section 8.37.1(c)(ii) or Section 7.1(c)(iii), then Parent shall pay Company the Company, by wire transfer of immediately available funds, a one-time fee equal to $2,000,000 30,000,000 (the "“Parent Termination Fee")”) within two Business Days following such termination.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Barnes & Noble Inc), Merger Agreement (Barnes & Noble Inc)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company by reason of pursuant to Section 8.37.3(b) or Section 7.3(c), then Parent shall promptly (and in any event within 5 business days) following such termination pay to the Company a fee equal to $2,000,000 5,000,000 in cash (the "“Parent Termination Fee"”). All payments under this Section 7.5(c) shall be made by wire transfer of immediately available funds to the account set forth in Schedule 7.5(c).
Appears in 2 contracts
Sources: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
Parent Termination Fee. If In the event that this Agreement is validly terminated by Parent for any reason other than as set forth in Sections 8.2 pursuant to Section 7.1(g) or 8.4, or if this Agreement is terminated by the Company by reason of Section 8.37.1(i), then Parent shall pay Company a fee equal or cause to $2,000,000 (be paid the "Parent Termination Fee")Fee to the Company promptly, and in any event within two (2) Business Days following such termination, by wire transfer of same day funds to one or more accounts designated by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company by reason of pursuant to Section 8.311.01(d)(ii), then Parent shall pay to the Company a fee an amount in immediately available funds equal to $2,000,000 40,000,000 (the "“Parent Termination Fee")”) within three Business Days after such termination.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if (i) In the event that this Agreement is terminated by the Company by reason of pursuant to Section 8.310.01(d)(ii) or Section 10.01(d)(iii), then Parent shall pay or cause to be paid to the Company a fee equal to in immediately available funds $2,000,000 16,910,000 (the "“Parent Termination Fee")”) within two Business Days after such termination.
(ii) In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.
Appears in 1 contract
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4shall pay, or if this Agreement is terminated by cause to be paid, to the Company by reason of Section 8.3, then Parent shall pay Company a fee equal to $2,000,000 11,925,000 (such fee, the "“Parent Termination Fee"”) if the Company terminates this Agreement pursuant to Section 7.1(f) and Section 7.1(i). The Parent Termination Fee shall be paid by wire transfer of same day funds within five Business Days after termination of this Agreement pursuant to Section 7.1(i).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Condor Hospitality Trust, Inc.)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company pursuant to Section 8.1(i) or by reason of Parent pursuant to Section 8.38.1(c) (at a time when the Company is then entitled to terminate this Agreement pursuant to Section 8.1(i)), then Parent shall must, within two Business Days of such termination, pay or cause to be paid to the Company a fee or its designee an amount equal to $2,000,000 4,410,000 in cash (the "“Parent Termination Fee")”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Appears in 1 contract
Sources: Merger Agreement (Echelon Corp)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company pursuant to (i) Section 7.04(b) (or by reason of Parent pursuant to Section 8.37.02(a) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 7.04(b)) or (ii) Section 7.04(c), then then, in each such case, Parent shall pay pay, or cause to be paid, to the Company a fee equal to $2,000,000 or its designee (by wire transfer of immediately available funds), within three (3) Business Days after such termination, the "Parent Termination Fee").
Appears in 1 contract
Parent Termination Fee. If this Agreement is validly terminated by Parent for any reason other than as set forth in Sections 8.2 pursuant to Section 8.1(g) or 8.4, or if this Agreement is terminated by the Company by reason of Section 8.38.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company a fee equal to $2,000,000 (the "Parent Termination Fee")Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Appears in 1 contract
Parent Termination Fee. If this Agreement is validly terminated by Parent for any reason other than as set forth in Sections 8.2 pursuant to (i) Section 8.1(g) or 8.4, or if this Agreement is terminated by the Company by reason of (ii) Section 8.38.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days ) following such termination pay, or cause to be paid, to the Company a fee equal to $2,000,000 (the "Parent Termination Fee")Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Appears in 1 contract
Parent Termination Fee. If In the event that this Agreement is validly terminated by in accordance with Section 8.1(c)(i) or Section 8.1(c)(ii), then, subject to Section 8.2(d), Parent for any reason other shall promptly, but in no event later than as set forth in Sections 8.2 two (2) Business Days after the date of such termination, pay or 8.4, or if this Agreement is terminated by cause to be paid to the Company by reason of Section 8.3, then Parent shall pay Company a fee equal to $2,000,000 (or its designees) the "Parent Termination Fee"Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion).
Appears in 1 contract
Sources: Merger Agreement (China Nuokang Bio-Pharmaceutical Inc.)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company by reason of pursuant to Section 8.38.3(c), then Parent shall pay to the Company (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to $2,000,000 (the "Parent Termination Fee").
Appears in 1 contract
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if In the event that this Agreement is terminated by the Company by reason of pursuant to Section 8.38.1(d), then Parent shall pay or cause to be paid to the Company a termination fee equal to of $2,000,000 10,000,000 (the "“Parent Termination Fee"”).
Appears in 1 contract
Sources: Merger Agreement (Mediware Information Systems Inc)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company pursuant to Section 10.01(d)(ii) (other than as a result of a failure by reason of the Company to fulfill its obligations under Section 8.38.10), then Parent shall pay Company a fee to the Company, by wire transfer of immediately available funds, an amount equal to $2,000,000 22,500,000 (the "“Parent Termination Fee"”), within two (2) Business Days after such termination.
Appears in 1 contract
Parent Termination Fee. If In the event that this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company by reason of pursuant to Section 8.38.1(c)(i) or Section 8.1(c)(iii), then Parent shall pay to the Company a fee equal to $2,000,000 of US$79,009,487 (the "“Parent Termination Fee")”) by wire transfer of immediately available funds, such payment to be made within five (5) Business Days of the applicable termination.
Appears in 1 contract
Parent Termination Fee. If If, but only if, this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company by reason of pursuant to Section 8.38.01(f) or Section 8.01(i), then Parent shall pay pay, or cause to be paid, to the account or accounts designated by the Company a fee an amount equal to $2,000,000 550,000,000 (the "“Parent Termination Fee").”) within three (3) Business Days following such termination;
Appears in 1 contract
Parent Termination Fee. If Notwithstanding anything to the contrary in this Agreement, including Section 5.05, if the Company terminates this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company by reason of pursuant to Section 8.37.01(i), then Parent shall pay to the Company a fee or its designee (as designated in writing by the Company), within two (2) Business Days following delivery of Parent’s valid notice of termination delivered in accordance with Section 7.01, an amount equal to $2,000,000 105,200,000 (the "“Parent Termination Fee")”) by wire transfer of immediately available funds to an account designated in writing by the Company.
Appears in 1 contract
Sources: Merger Agreement (Finisar Corp)
Parent Termination Fee. If this Agreement is validly terminated by Parent for any reason other than as set forth in Sections 8.2 pursuant to (i) Section 8.1(g) or 8.4, or if this Agreement is terminated by the Company by reason of (ii) Section 8.38.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company a fee equal to $2,000,000 (the "Parent Termination Fee")Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cision Ltd.)
Parent Termination Fee. If If, but only if, this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company by reason of pursuant to Section 8.38.01(f) or Section 8.01(i), then Parent shall pay pay, or cause to be paid, to the account or accounts designated by the Company a fee an amount equal to $2,000,000 239,000,000 (the "“Parent Termination Fee").”) within three (3) Business Days following such termination;
Appears in 1 contract
Sources: Merger Agreement (Retail Opportunity Investments Partnership, LP)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4pursuant to Section 7.1(g), or if this Agreement is terminated by the Company by reason of Section 8.3then, then within two (2) business days after such termination, Parent shall pay to the Company a nonrefundable fee equal to of One Million Dollars ($2,000,000 (the "Parent Termination Fee"1,000,000).
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if In the event this Agreement is terminated by the Company by reason of pursuant to Section 8.37.1(d)(i) or Section 7.1(d)(iii), then Parent shall pay Company a fee equal or cause to $2,000,000 (be paid the "Parent Termination Fee")Fee to the Company promptly, and in any event within two (2) Business Days following such termination, by wire transfer of same day funds to one or more accounts designated by the Company.
Appears in 1 contract
Parent Termination Fee. If Any provision in this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if to the contrary notwithstanding:
(i) If this Agreement is terminated by the Company by reason of pursuant to Section 8.37.1(h) or Section 7.1(i), then the Parent shall pay the Company a fee cash amount equal to eighty-three million three hundred sixty-four thousand dollars ($2,000,000 83,364,000) (the "“Parent Termination Fee"”).
(ii) In the event the Parent Termination Fee is payable, such fee shall be paid to the Company by the Parent by wire transfer of immediately available funds within three (3) Business Days after the Termination Date.
Appears in 1 contract
Sources: Merger Agreement (National Financial Partners Corp)
Parent Termination Fee. If this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is terminated by the Company by reason of Section 8.3, then Parent shall pay Company a fee equal to $2,000,000 (the "“Parent Termination Fee"”).
Appears in 1 contract
Parent Termination Fee. If If, but only if, this Agreement is terminated by Parent for any reason other than as set forth in Sections 8.2 or 8.4, or if this Agreement is validly terminated by the Company by reason of pursuant to Section 8.38.01(f) or Section 8.01(i), then Parent shall pay pay, or cause to be paid, to the account or accounts designated by the Company a fee an amount equal to $2,000,000 155,300,000 (the "“Parent Termination Fee").”) within three (3) Business Days following such termination;
Appears in 1 contract