Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, the Company shall immediately pay to Parent (x) the amount of $27 million and (y) all reasonably documented out-of-pocket expenses, not to exceed $3 million in the aggregate, reasonably incurred by Parent and Acquisition in connection with this Agreement and the Merger if this Agreement is terminated pursuant to Section 8.1(b)(iii), Section 8.1(c)(i), Section 8.1(d)(i) (if the breach thereof is due to the Company's intentional or bad faith acts), or Section 8.1(d)(ii). The amount in (x) above shall be paid concurrently with any such termination and the amount in (y) above shall be paid within five (5) business days after receipt by the Company of reasonably detailed evidence of the same. Upon receipt of such payments, Parent shall not be entitled to and shall waive the right to seek damages or other amounts or remedies from the Company for breach of, or otherwise in connection with, this Agreement.
Termination Fee Payable to Parent. (a) If, but only if, this Agreement is terminated: (i) by Parent pursuant to Section 8.1(e); (ii) by either party pursuant to Section 8.1(d), and (A) at the time of the Company Shareholders’ Meeting an Acquisition Proposal (defined for the purposes of this clause (ii) by replacing each reference to 15% and 85% in the definition of the term Acquisition Transaction with 50%) had been made directly to the Company Shareholders or publicly announced by the Company and not withdrawn, and (B) within nine (9) months following such termination, the Company (with the approval of the Company’s Board of Directors) consummates an Acquisition Transaction (defined for the purposes of this clause (ii) by replacing each reference to 15% and 85% in the definition of the term Acquisition Transaction with 50%) with the Person who had previously made such Acquisition Proposal referenced in part (A) of this clause (ii); or (iii) by the Company pursuant to Section 8.1(h); then the Company shall pay Parent the Termination Fee Payable to Parent in cash by wire transfer of immediately available funds to an account designated by Parent in a written notice to the Company (the “Parent Account”) within three (3) business days after the later of (x) the effective date of a termination of this Agreement effected pursuant to the provisions described in clause (i), (ii) or (iii) above of this Section 8.4(a), or (y) the date on which Parent has given the Company written notice of the wire instructions for the Parent Account.
Termination Fee Payable to Parent. Notwithstanding any other provisions hereof, if this Agreement is terminated or the transactions contemplated hereunder are not consummated because the Buyer or the Parent has terminated this Agreement pursuant to Section 9.1(1) hereof, the Corporation and the Sellers shall jointly and severally pay to the Buyer, within 10 business days of such termination, a fee equal to C$150,000 as liquidated damages, in immediately available funds to an account designated by the Buyer, provided that such fee shall not be payable if the Buyer or Parent shall have terminated this Agreement pursuant to Section 9.1(1) under circumstances where the failure to satisfy a condition in Section 4.1 was a direct result of circumstances that were beyond the control of the Corporation and the Sellers.
Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, (a) if this Agreement is rightfully terminated pursuant to Sections 8.1(b)(i), 8.1(b)(iii), or 8.1(d)(i) (other than any termination resulting from the failure of the condition in Section 6.2(b) or Section 6.3 to be satisfied), then the Company shall immediately pay to Parent all reasonably documented out-of-pocket expenses reasonably incurred by Parent and Acquisition in connection with this Agreement and the Merger within five business days after receipt by the Company of reasonably detailed evidence of the same, provided that the aggregate amount of such expenses shall not exceed $1,000,000, and (b) if this Agreement is rightfully terminated pursuant to (i) Section 8.1(b)(i) or Section 8.1(b)(iii) and (A) prior to such termination, a bona fide proposal for an Acquisition Transaction has been publicly announced and (B) within 12 months of such termination, the board of directors of the Company recommends, accepts a written offer for, or signs an agreement relating to, otherwise enters into an agreement to consummate or consummates, an Acquisition Transaction (other than the issuance of new securities by the Company for the purpose of raising additional capital or as consideration in connection with an acquisition of a Person) with another Person, (ii) Section 8.1(d)(i) (if the breach thereof is due to the Company's breach of Section 2.2), (iii) Section 8.1(d)(ii) or Section 8.1(e), then the Company shall pay to Parent the amount of $5.7 million less any expenses previously paid by the Company to Parent pursuant to Section 8.3(a) hereof, (x) in connection with any termination pursuant to clause (b)(i), upon the signing of a definitive agreement relating to such Acquisition Transaction, or, if no such agreement is signed, then upon consummation of any such Acquisition Transaction or (y) in connection with any termination pursuant to clauses (b)(ii) or (b) (iii) of this Section 8.3, concurrently upon any such termination. Upon receipt of the payments set forth in Section 8.3(b), Parent shall not be entitled to and shall waive the right to seek damages or other amounts or remedies from the Company for breach of, or otherwise in connection with, this Agreement.
Termination Fee Payable to Parent. (i) Notwithstanding any other provisions hereof, if this Agreement is terminated or the transactions contemplated hereunder are not consummated because the Parent has terminated this Agreement pursuant to Section 9(a)(ii) hereof, the Shareholder Representative shall pay to the Parent, within 5 business days of such termination, a fee equal to the amount of (1) the Deposit paid by the Company prior to such termination date, plus (2) United States Three Hundred Thousand Dollars (US $300,000) (this payment in Section 9(b)(i)(2), the "SECTION 9(b)(i)(2) PAYMENT"), as liquidated damages, in immediately available funds to an account designated by the Parent, provided that such fee shall not be payable if the Parent is in breach of any obligation hereunder and such breach renders compliance with the conditions in Section 5(b) for the benefit of the Shareholders of the Company incapable of fulfillment, and provided further that the Section 9(b)(i)(2) Payment shall not be payable to the Parent if the Parent shall have terminated this Agreement pursuant to Section 9(a)(ii) due to a failure on the part of the Company or the Shareholders to satisfy the obligations referred to therein under circumstances where: (1) such failure was a direct result of circumstances that were beyond the control of the Company or the Shareholders, and (2) the Company and the Shareholders each used best efforts to satisfy such obligations.
Termination Fee Payable to Parent. Notwithstanding any provision to the contrary contained herein, the Company shall immediately pay to the Parent (x) the amount of $7 million and (y) all documented out-of-pocket expenses reasonably incurred by the Parent and the Sub in connection with this Agreement and the Merger if (i) either (1) the Company shall have received an Acquisition Proposal or such a proposal shall have been publicly announced or (2) the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of this Agreement, and in either such case this Agreement is terminated pursuant to Section 7.1(b)(iv), (ii) this Agreement is terminated pursuant to Section 7.1(c)(i) or Section 7.1(d)(i) (if the breach thereof is due to the Company's intentional or bad faith acts), or (iii) if, within 12 months of a termination of this Agreement pursuant to any other provision of Section 7.1 (other than Section 7.1(c)(ii)), the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, a Superior Proposal with another person, upon the signing of a definitive agreement relating to such Superior Proposal, or, if no such agreement is signed, then upon consummation of any such Superior Proposal, in which case such payment shall be less any amounts paid as a result of a termination of this Agreement. The amount in (x) above shall be paid concurrently with any such termination and the amount in (y) above shall be paid in immediately available funds within two (2) business days after receipt by the Company of reasonably detailed evidence of the same.
