Termination Fee definition
Examples of Termination Fee in a sentence
For the avoidance of doubt, if the Seller Representative elects to recover the Termination Fee, the Seller Representative may not also pursue specific performance under Section 12.13; conversely, if the Seller Representative initiates an action for specific performance under Section 12.13, the Seller Representative may not also seek the Termination Fee.
If, however, any Governmental Entity or self-regulatory body elects to review or provides comments on the Preliminary Proxy Statement, and the Seller Representative elects to terminate this Agreement pursuant to Section 9.01(d)(ii) thereafter, no Termination Fee shall be payable to the Company.
If (and only if) the Regulatory Termination Fee becomes due and payable pursuant to Section 8.3(b) of the Merger Agreement (the “Termination Funding Date”), the Company shall promptly deliver written notice to Subscriber (the “Termination Funding Notice”) specifying (i) the anticipated Termination Funding Date and (ii) the wire instructions for delivery of the Termination Fee Purchase Price to the Company.
For the avoidance of doubt, Subscriber will not be responsible for funding any portion of the payment of the Regulatory Termination Fee or any prepayment thereof.
Notwithstanding anything to the contrary in this Subscription Agreement, each of the Company and Subscriber hereby acknowledge that in the event that the Regulatory Termination Fee becomes payable by, and is paid by, the Company to Warner Bros., then neither the Company nor Subscriber will have any further liability hereunder (other than in respect of fraud or willful breach).