Common use of Topping Fee Clause in Contracts

Topping Fee. (a) In the event that any Topping Fee Event shall occur, each Stockholder shall pay to Parent any Topping Fee due to Parent with respect to his or its Shares in connection with such Topping Fee Event. Payment of Topping Fees to Parent shall be due immediately following the consummation of the related Topping Fee Event and shall be payable in immediately available funds by wire transfer to the account designated in writing by Parent; provided that if the Selling Price is payable in a form other than cash ("Non-Cash Consideration") and the Stockholders are legally prohibited from selling the Non-Cash Consideration into the market, the Stockholders, at their option, may pay a pro rata portion of the Topping Fee in the same form of consideration as the Non-Cash Consideration so long as Parent is granted registration rights with respect to the Non-Cash Consideration on terms no less favorable than the registration rights, if any, granted to any of the Stockholders. For the avoidance of doubt, Topping Fees shall be payable, from time to time, upon the occurrence of each Topping Fee Event. (b) For purposes of this Section 4.2, the following terms shall have the following meanings: