Reverse Termination Payment Sample Clauses

Reverse Termination Payment. 17.2.1 The Buyer shall pay to the Company, within five (5) calendar days of a first written request from the Company a termination payment equal to $575 million (the "Reverse Termination Payment") in cash, exclusive of VAT, if any, if this Agreement is validly terminated by (i) the Buyer pursuant to clause 16.1(h) if such termination is based upon or relating to any Order or other Law that is either an Antitrust Law or is based upon, promulgated under or issued pursuant to Antitrust Laws; provided the issuance of any such final and nonappealable Order, decree, ruling or other action was not attributable to, and proximately caused by, a failure on the part of the Company to perform in any material respect any covenant or obligation in clause 13 of this Agreement required to be performed by it, or (ii) the Buyer or the Company pursuant to clause 16.1(d) because the Offer Condition set out in clause 4.1.1(b) is not satisfied due to the absence of Antitrust Clearance from the Relevant Antitrust Authorities, or waived, by the Long Stop Date, or as a result of any final and nonappealable Order, decree, ruling or other action or other Law that is either an Antitrust Law or is based upon, promulgated under or issued pursuant to Antitrust Laws (provided the issuance of any such final and nonappealable Order, decree, ruling or other action was not attributable to, and proximately caused by, a failure on the part of the Company to perform in any material respect any covenant or obligation in clause 13 of this Agreement required to be performed by it) and each of the other Offer Conditions has been satisfied at the time of termination or as of the End of the Acceptance Period, as applicable; provided, that (a) failure to satisfy the Offer Condition set out in clause 4.1.1(b) was not proximately caused by a material breach by the Company under clause 13 and (b) no failure of an Offer Condition to be satisfied shall relieve Buyer from its obligation to pay the Reverse Termination Payment if such failure was proximately caused by a material breach by the Buyer under this Agreement (subclause (i) and (ii) hereunder collectively being referred to as "Antitrust Termination"). If (A) the Buyer pays the Reverse Termination Payment in accordance with this clause 17.2, and (B) prior to the date that is fifteen (15) months from the date of the Antitrust Termination, the Company or any of its Affiliates enters into a definitive and binding contract that includes all the terms for...
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Related to Reverse Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one

  • Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Vacation Pay Upon Termination When an employee in the bargaining unit is terminated for any reason, he/she shall be entitled to all vacation pay earned and accumulated up to and including the effective date of the termination.

  • 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.

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • ISDA Early Termination Date Party A has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement;

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