WESTBOROUGH SPECIAL PAYMENT Sample Clauses

WESTBOROUGH SPECIAL PAYMENT. As a condition of AVB's willingness, and in order to induce AVB, to enter into this Agreement and to reimburse AVB for incurring the damages, costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Westborough will pay to AVB an amount equal to 5% of Aggregate Merger Consideration (as such amount may be adjusted pursuant to Section 9.3(d)), the "Westborough Special Payment"), as follows: (a) If this Agreement shall have been terminated by AVB pursuant to Section 9.1(f) or 9.1(g), then Westborough shall pay the Westborough Special Payment. (b) If this Agreement shall have been terminated (i) by AVB pursuant to Section 9.1(d) because of Westborough's willful breach of any representation, warranty, covenant or agreement under this Agreement; (ii) by AVB or Westborough pursuant to Section 9.1(e)(i); (iii) by AVB or Westborough pursuant to Section 9.1(b) without a vote of the shareholders of Westborough contemplated by this Agreement having occurred, and in any such case an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management or the Westborough Financial Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the meeting of Westborough Financial shareholders to approve the Mid-Tier Merger, in the case of clause (ii), or the date of termination, in the case of clauses (i) or (iii), then if and only if within 12 months after such termination Westborough enters into a definitive agreement with respect to a Change in Control Transaction, or a Change in Control Transaction is consummated, then Westborough shall pay the Westborough Special Payment payable to AVB.