Common use of Superior Proposal Clause in Contracts

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 9 contracts

Sources: Merger Agreement (Transphorm, Inc.), Merger Agreement (Sumo Logic, Inc.), Merger Agreement (KnowBe4, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company mustshall, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time)Parent.

Appears in 3 contracts

Sources: Merger Agreement (Fuller Max L), Merger Agreement (Us Xpress Enterprises Inc), Merger Agreement (Knight-Swift Transportation Holdings Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, must concurrently with such termination, termination pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(b) (which Schedule may be updated writing by Parent from time to time)Parent.

Appears in 3 contracts

Sources: Merger Agreement (Globalscape Inc), Merger Agreement (Echelon Corp), Merger Agreement (Rackspace Hosting, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h8.1(i), then the Company must, concurrently simultaneously with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (), which Schedule may be updated by written notice by Parent from time to time).

Appears in 3 contracts

Sources: Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Zix Corp), Merger Agreement (Open Text Corp)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, will concurrently with such termination, termination pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(b) (which Schedule may be updated writing by Parent from time to time)Parent.

Appears in 2 contracts

Sources: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger

Superior Proposal. If this Agreement is validly terminated by the Company pursuant to Section 8.1(h), then the Company must, concurrently simultaneously with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account designated in Schedule 8.3(b) (which Schedule may be updated writing by Parent from time to time)Parent.

Appears in 1 contract

Sources: Merger Agreement (DallasNews Corp)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, must concurrently with such termination, termination pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(b) (which Schedule may be updated writing by Parent from time to time)Parent.

Appears in 1 contract

Sources: Merger Agreement (Lifelock, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, prior to or concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(bby Parent within five (5) Business Days of the date of this Agreement (which Schedule account may be updated by Parent written notice to the Company from time to time).

Appears in 1 contract

Sources: Merger Agreement (Alteryx, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company mustshall, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time)funds.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Hall of Fame Resort & Entertainment Co)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h9.1(g), then the Company must, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b9.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 1 contract

Sources: Merger Agreement (Urgent.ly Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company mustshall, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 1 contract

Sources: Merger Agreement (Embark Technology, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, prior to or concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 1 contract

Sources: Merger Agreement (Momentive Global Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h8.1(g), then the Company mustshall, concurrently with (and as a condition to) such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule by Parent prior to the execution of this Agreement, as may be updated by Parent from time by written notice to time)the Company no more than one (1) Business Day before a payment to Parent is due hereunder.

Appears in 1 contract

Sources: Merger Agreement (Thorne Healthtech, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, will concurrently with such termination, termination pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(b) (which Schedule may be updated writing by Parent from time to time)Parent.

Appears in 1 contract

Sources: Merger Agreement (Nuance Communications, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h9.1(h), then the Company must, must concurrently with such termination, termination pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the an account or accounts designated in Schedule 8.3(bwriting by Parent; provided, that if such termination occurs prior to the expiration of the Transaction Solicitation Period, then “Termination Fee” in this Section 9.3(b)(iii) (which Schedule may be updated by Parent from time shall mean an amount equal to time)$2,800,000.

Appears in 1 contract

Sources: Merger Agreement (Rocket Fuel Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated provided by Parent from time prior to time)the payment thereof.

Appears in 1 contract

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

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company Parties must, concurrently with such termination, pay pay, or cause to be paid paid, to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 1 contract

Sources: Merger Agreement (OneStream, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must, concurrently with such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account or accounts designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time)Parent.

Appears in 1 contract

Sources: Merger Agreement (Sierra Oncology, Inc.)

Superior Proposal. If this Agreement is validly terminated pursuant to Section 8.1(h) (Superior Proposal), then the Company must, concurrently with such termination, pay pay, or cause to be paid paid, to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).

Appears in 1 contract

Sources: Merger Agreement (Couchbase, Inc.)