Termination Fees and Expense Reimbursement. (a) In the event that this Agreement is terminated pursuant to Section 11.01(c)(i), Section 11.01(c)(iii) or Section 11.01(d)(i), the Company will pay to Saratoga an amount in immediately available funds equal to $1,250,000 (the “Termination Fee”) as liquidated damages.
Termination Fees and Expense Reimbursement. The Merger Agreement contemplates that a termination fee will be payable by O’Charley’s to Parent if the Merger Agreement is terminated under certain circumstances, as follows: • If the Merger Agreement is terminated by Parent for a Recommendation Withdrawal or O’Charley’s entry into an Alternative Acquisition Agreement or by O’Charley’s in order to enter into an Alternative Acquisition Agreement in respect of a Superior Proposal, then O’Charley’s shall pay Parent a termination fee of $6,740,000; provided, however, that if the Merger Agreement is terminated by Parent for O’Charley’s entry into an Alternative Acquisition Agreement or by O’Charley’s in order to enter into an Alternative Acquisition Agreement in respect of a Superior Proposal, and either (x) that termination occurs on or before the No-Shop Period Start Date, or (y) O’Charley’s enters into a Table of Contents definitive agreement with respect to a Superior Proposal as permitted under the Merger Agreement on or before the Acceptance Time, then the termination fee shall instead be $3,370,000; • If Parent or O’Charley’s terminates the Merger Agreement because no Shares were purchased in the Offer, an uncured material Company breach or the failure to close before the Outside Date, and (i) if prior to the date of that termination (but after the date of the Merger Agreement) an Acquisition Proposal is publicly announced or is otherwise communicated to the Company’s Board of Directors, and (ii) within twelve months after the date of that termination, O’Charley’s enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, O’Charley’s shall pay to Parent a termination fee of $6,740,000 no later than two business days after the earlier of the execution of that definitive agreement or consummation of that Acquisition Proposal, as the case may be; provided, that solely for purposes of this paragraph, the term Acquisition Proposal shall have the meaning ascribed to that term above, except that all references to 20% shall be changed to 50%; and • If Parent terminates the Merger Agreement for an uncured material Company breach, as described above, then O’Charley’s shall reimburse Parent for any expenses incurred by it, Purchaser or any of their affiliates or permitted assignees, in an aggregate amount not to exceed $2,000,000, not later than two business days after the date of that termination (any such payment will be credited against any termination fee that become...
Termination Fees and Expense Reimbursement. (a) If (A) this Agreement is terminated by the Fund pursuant to Paragraph 6.2(a)(ii),
Termination Fees and Expense Reimbursement. (i) Fees payable by the Parent.
Termination Fees and Expense Reimbursement. (a) In the event that this Agreement is terminated pursuant to Section 10.01(c)(i), Section 10.01(c)(iii), Section 10.01(c)(v), or Section 10.01(d)(i), the Company shall (i) pay, or cause to be paid, to OHA or its designee an amount in immediately available funds equal to $1,500,000 (the “Termination Fee”) as liquidated damages and (ii) reimburse OHA in an amount up to $250,000 for OHA’s reasonable and documented out-of-pocket third-party expenses incurred in connection with the negotiation, documentation and implementation of the transactions contemplated by this Agreement (the “Expense Reimbursement”).
Termination Fees and Expense Reimbursement. (a) In the event that:
Termination Fees and Expense Reimbursement
