Reverse Breakup Fee definition
Examples of Reverse Breakup Fee in a sentence
Notwithstanding the forgoing or anything to the contrary herein, if this Agreement is terminated by the Company pursuant to Section 15.1(e), the sole and exclusive remedy of the Company Related Parties hereunder shall be the payment of the Reverse Break-up Fee.
Seller’s retention of the Reverse Breakup Fee shall constitute liquidated damages and not a penalty.
For the avoidance of doubt, and to the fullest extent permitted under applicable Law, in no event shall Buyer, Merger Sub or any of the Buyer Related Parties have any liability for Losses under or in respect of this Agreement or the transactions contemplated by this Agreement in excess of an aggregate amount equal to, or other than in respect of, the Reverse Break-up Fee, whether to the Company or to any of the Company Related Parties.
If a court has declined to specifically enforce the obligations of Parent or Sub to take all actions under this Agreement up to and including the consummation of the Merger pursuant to a claim for specific performance brought against Parent or Sub pursuant to this Section 9.06, then the sole and exclusive remedy of the Company will be payment of the Reverse Break-up Fee in accordance with the terms and conditions of Section 8.04.
For the avoidance of doubt, while the Company may pursue both a grant of specific performance to the extent permitted by this Section 9.06 and the payment of the Reverse Break-up Fee pursuant to Section 8.04, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance to require Parent or Sub to consummate the Transactions and payment of the Reverse Break-up Fee.
The parties hereto further agree that the Reverse Break-up Fee, however, represents a fair and reasonable estimation of the minimum amount of monetary damages for breach of contract that would result to Seller in the event of a termination by Seller pursuant to this Section 9.3 under the circumstances described in this last paragraph of this Section 9.3.
The parties acknowledge and agree that in no event shall the Company be required to pay more than one Company Termination Fee nor MWV be required to pay more than one MWV Termination Fee or more than one Reverse Breakup Fee, nor shall MWV be required to pay both the MWV Termination Fee and the Reverse Breakup Fee.
In such event, in satisfaction of its obligations under the Debenture, Seller shall pay to Buyer in immediately available funds an amount equal to (i) the aggregate Principal Amount together with all accrued interest thereon owed by Seller to Buyer under the Debenture minus (ii) the Reverse Breakup Fee, in which case, the Reverse Breakup Fee shall be set off against the payments owed to Buyer by Seller under this Agreement.
In addition, if the Company shall fail to pay the Company Termination Fee when due or if MWV shall fail to pay the MWV Termination Fee or Reverse Breakup Fee when due, the Company or MWV, as applicable shall also pay to the other party all of the other party’s costs and expenses (including reasonable attorneys’ fees), as applicable, in connection with efforts to collect such amounts.
The Reverse Break-up Fee payable pursuant to this Section 9.2(a) shall be paid by wire transfer of same-day funds within three (3) Business days after the demand therefor, which demand may only be made following the occurrence of the termination event giving rise to the payment obligation described in this Section 9.2(a).