Topping Fee. (a) If, within three months from the date hereof, and if USWeb has not willfully breached any material provision of this Agreement, an Acquisition Event (as hereinafter defined) has (i) been consummated by an entity other than USWeb or its wholly-owned subsidiaries or (ii) been offered to the Seller or the Seller's Holders at a price in excess of the price set forth herein and Seller's Holders subsequently do not approve the transactions contemplated by this Agreement, then Seller shall pay to USWeb (by wire transfer of immediately available federal funds to an account designated by USWeb for such purpose) the sum of $20,000,000 (the "Topping Fee") on the second business day following the occurrence of the Acquisition Event. As used herein, an "Acquisition Event" shall mean acquisition of all or substantially all the business of Seller, whether by merger, sale of assets, consolidation, business combination, or otherwise. (b) For a period of three months following the date hereof, the Seller agrees that it will not enter into any agreement with a USWeb Competitor (as defined below), or any person or entity with respect to Section 14.03(b)(ii) hereof, pursuant to which (i) the Seller grants to such USWeb Competitor rights to any Seller Intellectual Property Rights, (ii) the Seller grants to such person or entity any right to acquire an equity interest in Seller, (iii) Seller establishes a joint marketing, product development or other similar relationship with a USWeb Competitor or (iv) the Seller establishes any other material relationship with a USWeb Competitor, in each case other than sales of products or services in the ordinary course, unless Seller shall have first complied with the provisions of this Section 14.03. Before entering into any such agreement or relationship with a USWeb Competitor, the Seller shall first negotiate in good faith with USWeb for a period of up to 30 days to enter into such an agreement or establish such a relationship. In the event Seller and USWeb are unable to negotiate a mutually acceptable agreement or relationship within such 30 day period, the Seller shall thereafter be free to enter into a relationship or agreement with a USWeb Competitor on terms which, when considered as a whole, are no more favorable to such USWeb Competitor than the most favorable terms offered to USWeb by Seller during the 30 day negotiation period referenced above. As used herein, "USWeb Competitor" shall mean any entity with annual revenues in excess of $20 million for its last fiscal year which provides Internet professional services. ARTICLE XV - MISCELLANEOUS 15.01
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Topping Fee. (a) If, within three months from If on or prior to the first anniversary of the date hereof, and if USWeb has not willfully breached any material provision of this Agreement, an Acquisition Event Seller sells the Business (as hereinafter defined) has (i) been consummated by an entity other than USWeb or its wholly-owned subsidiaries or (ii) been offered to the Seller or the Seller's Holders at a price in excess of the price set forth herein and Seller's Holders subsequently do not approve the transactions contemplated by this Agreement, then Seller shall pay to USWeb (by wire transfer of immediately available federal funds to an account designated by USWeb for such purpose) the sum of $20,000,000 (the "Topping Fee") on the second business day following the occurrence of the Acquisition Event. As used herein, an "Acquisition Event" shall mean acquisition of all or substantially all the business of Seller, whether by merger, sale of assets, consolidationsale of shares, business combinationrecapitalization, reorganization or otherwise) except pursuant to this Agreement, then Seller shall promptly pay to Designated Buyer without demand a fee (the "Subsequent Sale Fee").
(b) For a period Notwithstanding paragraph (a) above, Seller shall not be obligated to pay the Subsequent Sale Fee if (i) Seller terminated this Agreement pursuant to Section 5.1(b), (ii) Designated Buyer terminated this Agreement but Seller had the right to terminate this Agreement pursuant to Section 5.1(b), (iii) either Designated Buyer or Seller terminated this Agreement and any of three months following the date hereofconditions specified in Section 2.1(c), (d), (e) or (f) were not satisfied (iv) either Designated Buyer or Seller terminated this Agreement pursuant to Section 5.1(e) and any of the conditions specified in Section 2.2 were not satisfied (disregarding deliveries to be made on the Closing Date such as the legal opinion of MSC's and Designated Buyer's counsel, the Seller agrees Consulting Agreement executed by Designated Buyer and Designated Buyer's officer's certificate provided Designated Buyer certifies that it will not enter into was prepared to make such deliveries) or (v) the parties terminated this Agreement by mutual agreement.
(c) The Subsequent Sale Fee shall be in the amount of $5,000,000 if the purchaser is any agreement with of Seller's shareholders or an entity controlled by any of Seller's shareholders. In the case of any other purchaser and a USWeb Competitor (as defined below)purchase price in excess of $126,670,000, or any person or entity with respect the Subsequent Sale Fee shall be in an amount equal to Section 14.03(b)(ii) hereof, pursuant to which the lesser of (i) the Seller grants to such USWeb Competitor rights to any Seller Intellectual Property Rights, amount by which the purchase price exceeds $126,670,000 and (ii) $5,000,000. If the Seller grants to such person purchase price is $126,670,000 or entity any right to acquire an equity interest in Sellerless, (iii) Seller establishes a joint marketing, product development or other similar relationship with a USWeb Competitor or (iv) the Seller establishes any other material relationship with a USWeb Competitor, in each case other than sales of products or services in the ordinary course, unless Seller no Subsequent Sale Fee shall have first complied with the provisions of this Section 14.03. Before entering into any such agreement or relationship with a USWeb Competitor, the Seller shall first negotiate in good faith with USWeb for a period of up to 30 days to enter into such an agreement or establish such a relationshipbe payable. In any case in which a Subsequent Sale Fee is payable, such fee shall be reduced by the event amount of any Seller Delay Fees and USWeb are unable to negotiate a mutually acceptable agreement or relationship within such 30 day period, the any Seller shall thereafter be free to enter into a relationship or agreement with a USWeb Competitor on terms which, when considered as a whole, are no more favorable to such USWeb Competitor than the most favorable terms offered to USWeb by Seller during the 30 day negotiation period referenced above. As used herein, "USWeb Competitor" shall mean any entity with annual revenues in excess of $20 million for its last fiscal year which provides Internet professional services. ARTICLE XV - MISCELLANEOUS 15.01Break-up Fee previously paid.
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