Company Termination Payment Sample Clauses

Company Termination Payment. 55 8.7 Parent Termination Payment...............................57 8.8 Pre-Termination Acquisition Proposal Event...............59
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Company Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to the Company shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iii) as a result of an intentional breach by the Company of any representation, warranty, covenant or agreement, then the Company shall pay to Parent a termination payment equal to $250,000,000 (the "Company Termination Amount"), by wire transfer of immediately available funds. Such Company Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination.
Company Termination Payment. Any Company Termination Payment payable by the Company or any of its Affiliates to Parent, Intermediate, Merger Sub or any of their designees pursuant to the Merger Agreement or otherwise shall be paid directly to the Equity Investors or their designees. Any (i) amounts other than the Company Termination Payment otherwise payable to, or at the direction of or to the designees of, Parent, Intermediate or Merger Sub under or with respect to the Merger Agreement and/or (ii) amounts otherwise payable by a proposed provider of Debt Financing to, or at the direction of or to the designees of, Parent, Intermediate or Merger Sub as damages relating to a failure to provide the Debt Financing or otherwise shall be payable directly to the Investors or their designees in proportion to their respective Funding Percentage of such amounts.
Company Termination Payment. (a) If this Agreement is terminated: (i) by Acquiror pursuant to Section 12.1(b) or Section 12.1(j) and the Company committed a Willful Breach of this Agreement, unless such Willful Breach was a direct result of the failure by Acquiror to perform and comply in all material respects with any of its material obligations under this Agreement (a “Company Breach Termination”);
Company Termination Payment. In the event that:
Company Termination Payment. If this Agreement is terminated:
Company Termination Payment. 15.1 If:
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Related to Company Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. Notwithstanding the foregoing, in the event of a termination by the Company under Section 6(b) or 6(e), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under this Section 6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

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