Reverse Termination Fee. If this Agreement is terminated by the Company or Parent pursuant to (i) Section 9.1(d) and all conditions to this Agreement are satisfied (other than conditions that by their terms are to be satisfied at the Closing) or waived (where permissible pursuant to applicable Law), other than the conditions set forth in Section 8.1(b) or Section 8.1(c) (solely in connection with an Antitrust Law) or (ii) Section 9.1(f) due to an Injunction having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions, arising solely in connection with any applicable Antitrust Laws, then Parent shall pay to the Company, within two (2) Business Days after such termination, a termination fee of $95,500,000 in cash (the “Reverse Termination Fee”).
Appears in 3 contracts
Sources: Merger Agreement (Dick's Sporting Goods, Inc.), Agreement and Plan of Merger (Foot Locker, Inc.), Merger Agreement (Dick's Sporting Goods, Inc.)