Termination Fee and Expenses. (a) In the event that:
Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.
Termination Fee and Expenses. For the purpose of this Agreement, (i) “Expenses” means documented out-of-pocket fees and expenses incurred or paid by or on behalf of Parent and/or Purchaser in connection with the Offer, the Merger or the consummation of any of the transactions contemplated by this Agreement, including all fees and expenses of law firms, investment banking firms, accountants, experts and consultants to Parent and/or Purchaser (but in no event shall Expenses exceed $2.0 million), and (ii) “Termination Fee” means $14,200,000 less Expenses theretofore paid by the Company to Parent pursuant to Section 9.3(b).
Termination Fee and Expenses. (a) The Company agrees that, if, (i) the Company shall terminate this Agreement pursuant to Section 7.1(i), (ii) the Parent or Merger Sub shall terminate this Agreement pursuant to Section 7.1(d), or (iii) (A) Parent or Merger Sub shall terminate this Agreement pursuant to Section 7.1(e) due to failure to obtain the Requisite Company Vote for adoption at the Company Stockholders Meeting and (B) at the time of such failure, any person shall have made a public announcement or otherwise communicated to the Company and its Stockholders with respect to a Takeover Proposal with respect to the Company, then in accordance with Section 7.5(b), after such termination, or in the case of clause (iii), after the consummation of such Takeover Proposal, the Company shall pay to Parent a termination fee in the amount of $7,200,000 (such fee, the "Termination Fee").
Termination Fee and Expenses. To compensate Investar for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Investar, the parties agree as follows:
Termination Fee and Expenses. (a) Except as otherwise set forth in this Section 9.3, all costs and Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs or Expenses, whether or not the Transactions are consummated; provided that Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws.
Termination Fee and Expenses. (1) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party and its affiliates and representatives incurring such costs or expenses, whether or not the Arrangement is consummated.
Termination Fee and Expenses. If this Agreement is terminated by Buyer pursuant to Section 9.01(b)(iii), (iv), (v) or (vi) or by Seller pursuant to Section 9.01(c)(iii), then Seller shall:
Termination Fee and Expenses. (a) In the event that this Agreement is terminated by SiriusXM (through the Special Committee) pursuant to Section 9.1(c)(ii), then Liberty shall pay to SiriusXM a termination fee of $450 million in cash (the “Termination Fee”).
Termination Fee and Expenses. (a) Whether or not the Merger is consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except as set forth in this Section 9.3.
