Common use of Termination Fees and Expenses Clause in Contracts

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e), then the Company shall pay to Sponsor (or any other Person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of such termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)

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Termination Fees and Expenses. (a) If this Agreement is terminated terminated: (i) by Parent pursuant to Section 9.01(e8.01(e); or (ii) by Parent or is terminated by the Company pursuant to Section 9.01(b)(iii8.01(b)(iii) following any time at a time when the termination of which Parent was entitled to terminate this Agreement by Parent is permitted pursuant to Section 9.01(e8.01(e), then then, in each case, the Company shall pay to Sponsor (or any other Person designated by cause to be paid) to Parent in writing) the Company Termination Fee Fee, by wire transfer (to an account designated by Parent) of same-day immediately available funds within two (2) Business Days following the date of any such termination by Parent and prior to or concurrently with any such termination in the case of this Agreementtermination by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emagin Corp)

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e), then the Company shall pay to the Sponsor (or any other Person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds within two (2) Business Days business days following the date of such termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Burger King Holdings Inc)

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e8.1(e), then the Company shall pay to Sponsor (or any other Person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of such termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Todd Shipyards Corp)

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at (other than as a time when the termination result of this Agreement by Parent is permitted pursuant to Section 9.01(ean Intervening Event Change of Recommendation), then the Company shall pay to Sponsor Parent (or any other a Person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of such termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (California Pizza Kitchen, Inc.)

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Termination Fees and Expenses. (ai) If this Agreement is terminated by Parent pursuant to Section 9.01(e8.01(c)(i) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e8.01(d)(i), then the Company shall pay to Sponsor (or any other Person designated by Parent in writing) the Company Termination Fee to Parent in immediately available funds, in the case of a termination by wire transfer of same-day funds Parent, within two (2) Business Days following the date of after such termination and, in the case of this Agreementa termination by the Company, immediately before and as a condition to such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omega Protein Corp)

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e), then the Company shall pay to Sponsor (or any other Person designated by Parent in writing) (i) a portion of the Company Termination Fee equal to $500,000 by wire transfer of same-day funds within two (2) Business Days following the date of such termination of this Agreement, and (ii) the remainder of the Company Termination Fee in the form of a Break Fee Note.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dialogic Inc.)

Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e8.01(e), then the Company shall pay or cause to Sponsor (or any other Person designated by be paid to Parent in writing) the Company Termination Fee Fee, by wire transfer (to an account designated by Parent) of same-day immediately available funds within two (2) Business Days following the date of any such termination of this Agreementby Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)

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