Termination Fee Payable Clause Samples

Termination Fee Payable. If the Agreement is terminated by: (i) (A) either Buyer or Seller pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), and (B) after the date hereof HNR receives an Acquisition Proposal from a Third Party or an Acquisition Proposal shall have, in each case, become publicly known (and not withdrawn) prior to the termination pursuant to Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(d)(ii), as the case may be, and (C) within twelve (12) months of such termination of this Agreement, HNR either enters into a definitive agreement with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal described in clause (B)) or the HNR Board (or a committee thereof including the HNR Board Special Committee) recommends an Acquisition Proposal (whether or not the same Acquisition Proposal described in clause (B)) to the stockholders of HNR and (D) such Acquisition Proposal referred to in the foregoing clause (C), or if such Acquisition Proposal is terminated to accept another Acquisition Proposal, such other Acquisition Proposal, is subsequently consummated by HNR (it being understood that such consummation may be during or after such twelve (12)-month period), then Seller shall pay, or cause to be paid, to Buyer, concurrently with, and as a condition to consummation of an Acquisition Proposal, an amount equal to the aggregate of (i) US$4,600,000 (the “Seller Termination Fee”), (ii) the outstanding principal amount of the 15% Note plus accrued and unpaid interest and including any make-whole premium (the “15% Note Amount”) and (iii) the outstanding principal amount of the Additional Draw Note plus accrued and unpaid interest and including any make-whole premium (the “Additional Draw Note Amount”), by wire transfer of immediately available funds (it being understood that, for purposes of clause (C) of this Section 8.3(a)(i), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 6.5(j)(i), except that the references “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “sixty percent (60%)”);

Termination Fee Payable upon Acceptance of a Proposal. If this Agreement is terminated pursuant to one of Section 9.1(e) or Section 9.1(f) but not the other on the basis of a good faith determination made as provided in such Section 9.1(e) or Section 9.1(f) that the fiduciary obligations of the directors of the terminating party under applicable law require acceptance of a tender offer or other written offer or proposal with respect to a Business Combination and such terminating party (or an affiliate thereof) enters into an agreement (whether or not such agreement is embodied in a definitive manner) to consummate a Business Combination with a third party within two (2) years of such termination, then the terminating party shall promptly (but not later than five (5) business days after receipt of notice of the amount due from the other party), but prior to entering into such agreement with the third party, pay to the other party an amount equal to Out-of-Pocket Expenses plus $200 million.

Termination Fee Payable. If the Company terminates this Agreement under Clause 11.3(a) , the Company must pay the Manager a termination payment on the termination date calculated in accordance with the following formula: TP = VP x 5 x 0.49 x (1 - M ) % 60 where: TP is the termination payment; VP is the Value of the Portfolio as at the termination date; and M is the number of Months since the later of the Commencement Date and the last date on which the Term has been automatically extended under Clause 11.1(b).