Second Termination Fee Clause Samples

Second Termination Fee. If this Agreement is terminated under circumstances that give rise to the payment of any fee pursuant to Section 10.3(b) by any party, and thereafter, within nine (9) months of such termination, either of the parties that was not a Target Party at the time of such termination becomes a Target Party (a "Second Target Party") of the same entity, or an Affiliate thereof, that caused the original Target Party to become such, then such Second Target Party (jointly and severally with its Affiliates), upon the signing of a definitive agreement relating to such a Business Combination, or, if no such agreement is signed, then at the closing (and as a condition to the closing) of such Second Target Party becoming such a Subsidiary or of such Business Combination, will pay to the remaining party (other than AMW) that is neither a Target Party nor a Second Target Party (a "Non-Target Party") (i) a termination fee in cash equal to $25 million, if WPL is the Second Target Party, $25 million, if IES is the Second Target Party, or $12.5 million, if Interstate is the Second Target Party, plus, in each case, any additional documented out-of-pocket fees and expenses incurred by the Non-Target Party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement); and (ii) the full amount of any termination fee paid to it by the first Target Party.