Target Termination Fee definition
Examples of Target Termination Fee in a sentence
The parties further acknowledge and agree that the payment by the Target of the Target Termination Fee pursuant hereto shall constitute the sole and exclusive remedies available to Purchaser or Merger Sub hereunder for any and all Damages incurred by Purchaser or Merger Sub as a result of any termination of this Agreement prior to the Effective Time.
In the case of the termination of this Agreement by Target pursuant to Section 8.1(f), Target shall pay the Target Termination Fee to Acquiror prior to such termination or consummation.
In the event of the termination of this Agreement pursuant to Section 7.1(b)(1), 7.1(c)(1) or 7.1(b)(3), if any Acquisition Proposal involving Target is consummated no later than 12-month anniversary of the date of such termination, Target shall pay Parent, by wire transfer of same-day funds, the Target Termination Fee, on the date of the consummation of the Acquisition Proposal referred to in clause (x) or (y)(i) of this sentence.
Concurrently with the signing of the Acquisition Agreement, BNN and MICT entered into the Termination Fee Escrow Agreement whereby BNN deposited with the Escrow Agent Nine Hundred Thousand U.S. Dollars ($900,000) and the BNN Current Shares as collateral and security for the payment of the Target Termination Fee.
In the case of the termination of this Agreement by Acquiror pursuant to Section 8.1(d), Target shall pay the Target Termination Fee to Acquiror within two business days after such termination.
In addition, in the event that the Acquisition Agreement is amended in the future, the Company agrees that such amendment shall, in addition to other changes, delete the Target Termination Fee (as defined in the Acquisition Agreement) and prohibit the ability for the Company to ▇▇▇ BNN for damages, other than in the event of a material, purposeful breach.
In the case of the termination of this Agreement by Target pursuant to Section 8.1(c), Target shall pay the Target Termination Fee to Acquiror prior to such termination.
In addition, in the event that the Acquisition Agreement is amended in the future, the Company agrees that such amendment shall, in addition to other changes, delete the Target Termination Fee (as defined in the Acquisition Agreement) and prohibit the ability for the Company to ▇▇▇ BNN for damages, other than in the event of a material and purposeful breach.
Target has sufficient funds available to permit it to pay the Target Termination Fee if required by this Agreement.
Notwithstanding the foregoing, the Target Termination Fee shall increase to Three Million U.S. Dollars ($3,000,000) in the event that the Agreement is terminated by either MICT or BNN pursuant to Section 13.1(m) as a result of the failure of MICT to obtain the Required Stockholder Approval and BNN did not vote in favor of the Transactions.