Common use of Company Payments Clause in Contracts

Company Payments. (i) The Company shall pay to Parent $18,500,000 (eighteen million and five hundred thousand U.S. dollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to ‎Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Lumenis LTD)

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Company Payments. (i) The Company shall pay to Parent $18,500,000 US$60,800,000 (eighteen million and five hundred thousand Sixty Million Eight Hundred Thousand U.S. dollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to ‎Section Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Mazor Robotics Ltd.)

Company Payments. (i) The Company shall pay to Parent $18,500,000 US$2,000,000 (eighteen million and five hundred thousand Two Million U.S. dollarsDollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event thatthat the three (3) following conditions were fulfilled: (A) this Agreement is terminated by Parent or the Company pursuant to ‎Section Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, Approval (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party (or any of its Affiliates) that made such Acquisition Proposal, which is subsequently consummated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)

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Company Payments. (i) The Company shall pay to Parent $18,500,000 36,000,000 (eighteen thirty-six million and five hundred thousand U.S. dollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to ‎Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Given Imaging LTD)

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