Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Palm Inc), Agreement and Plan of Merger (Hewlett Packard Co)
Termination Fee. (a) In the event (i) If Company terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i7.1(h) or 10.01(c)(iii(ii) or by the Company Parent terminates this Agreement pursuant to Section 10.01(d)(i7.1(g), then the Company shall pay Parent an amount equal to Parent in immediately available funds U.S. $33,000,000 750,000 (the “Termination Fee”), ) by wire transfer of immediately available funds upon the occurrence of such event in the case of a termination by Parentpursuant to Section 7.1(h), and within one Business Day after such termination and, 2 business days in the case of a termination by the Company, immediately before and as a condition pursuant to such terminationSection 7.1(g).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Venture Catalyst Inc)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii(Adverse Recommendation Change), Section 10.01(c)(ii) (Breach of Section 6. 03) or by the Company pursuant to Section 10.01(d)(i) (Superior Proposal), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three Business Day Days after such termination and, in the case of a termination by the Company, immediately before substantially concurrent with such termination, and as a condition to such terminationthereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 165,300,000 (the “Company Termination Fee”), in the case of a termination by Parent, ) within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc)
Termination Fee. (i) If In the event this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i9.1(c)(ii), then the Company shall pay the Company Termination Fee (less the amount of Parent Expenses previously or simultaneously paid to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”pursuant to Section 9.4(c), in the case of a if any) to Parent prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southwall Technologies Inc /De/), Agreement and Plan of Merger (Solutia Inc)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(a)(iii), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) business days after the date of such termination, a termination fee of $33,000,000 50 million in cash (the “"Termination Fee”"), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co), Iv Agreement and Plan of Merger (Opsware Inc)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(a)(ii) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i)8.1(a)(i)(1) as a result of the Company’s willful breach of Section 5.2, then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two Business Days after the date of such termination, a termination fee of $33,000,000 14,900,000 in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)
Termination Fee. (ia) If The parties agree that if this Agreement is terminated by Parent pursuant to in accordance with Section 10.01(c)(i) or 10.01(c)(iii7.1(e) or by the Company pursuant to in accordance with Section 10.01(d)(i7.1(f), then the Company shall pay (or cause to be paid) to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after or its designee) prior to or concurrently with such termination andtermination, in the case of a termination by the Company, immediately before and as or within two (2) Business Days thereafter, in the case of a condition termination by Parent, a termination fee equal to such terminationeighteen million dollars ($18,000,000) (the “Company Termination Fee”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 9,000,000 (the “Termination Fee”), in the case of a termination by Parent, ) within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PricewaterhouseCoopers LLP), Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i11.01(c)(i), 11.01(c)(ii) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i11.01(c)(iv), then the Company shall pay to Parent in immediately available funds U.S. Thirty Five Million Dollars ($33,000,000 35,000,000) (the “Termination Fee”), in the case of a termination by Parent, ) within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Avocent Corp)
Termination Fee. (a) If (i) If the Company terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(c)(i), or (ii) or 10.01(c)(iii) or by the Company Parent terminates this Agreement pursuant to Section 10.01(d)(i8.1(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 70,000,000 (such amount, the “Termination Fee”), at or prior to the time of termination in the case of a such termination by the Company or as promptly as reasonably practicable (and in any event within two (2) Business Days) after termination in the case of such termination by Parent, within one Business Day after such termination and, in the case payable by wire transfer of a termination by the Company, immediately before and as a condition to such terminationsame day funds.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.), Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii11.01(c)(i) or by the Company pursuant to Section 10.01(d)(i11.01(d)(ii), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 18,500,000 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to at the time of such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (MediaMind Technologies Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section Section 10.01(d)(i), then then, in each case, the Company shall pay or cause to be paid to Parent in immediately available funds U.S. $33,000,000 17,874,215.69 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
Termination Fee. (ia) If Notwithstanding any other provision of this Agreement, in the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i10.1(e)(iv) or by Parent pursuant to Section 10.1(d)(iv), then the Company shall pay to Parent in immediately available same-day funds U.S. a termination fee of $33,000,000 7.5 million (the “Termination "Fee”"), in on the case date of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shield Acquisition Corp/Ga), Agreement and Plan of Merger (Vallen Corp)
Termination Fee. (i) If this Agreement is terminated (A) by Parent or the Company pursuant to Section 10.1(b)(i) at a time when this Agreement could have been validly terminated pursuant to Section 10.1(c), or (B) by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i10.1(c), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Company Termination Fee”), in the case of a termination by Parent, within one two (2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to at the time of such termination. "Company Termination Fee" means $39,000,000.00 in cash.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(c) or 10.01(c)(iii) or by the Company terminates this Agreement pursuant to Section 10.01(d)(i8.1(e), then the Company shall pay or cause to be paid to Parent a fee of $35 million in immediately available funds U.S. $33,000,000 cash (the “Termination Fee”), in the case of a termination of this Agreement by Parentthe Company pursuant to Section 8.1(e), within one Business Day after prior to or concurrently with such termination and, by the Company and in the case of a termination by the Companythis Agreement by Parent pursuant to Section 8.1(c), immediately before and as a condition to within two (2) Business Days after such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vascular Solutions Inc), Agreement and Plan of Merger (Teleflex Inc)
Termination Fee. (i) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i7.1(d)(ii) (Parent Adverse Recommendation Change), then the Company Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, any event within one three Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to Days) following such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silverbow Resources, Inc.), Agreement and Plan of Merger (Crescent Energy Co)
Termination Fee. (i) If this Agreement is terminated by (x) Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii(y) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 1,815,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three (3) Business Day Days after such termination and, in the case of a termination by the Company, immediately before contemporaneously with and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 11,800,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STG Ugp, LLC), Agreement and Plan of Merger (MSC Software Corp)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i7.1(a)(ii), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) Business Days after the date of such termination, a termination fee of $33,000,000 4,500,000 in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tb Woods Corp), Agreement and Plan of Merger (Altra Holdings, Inc.)
Termination Fee. (ia) If In the event this Agreement is terminated by Parent pursuant to Section Sections 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. a fee of $33,000,000 167,500,000 (the “Termination Fee”), in the case of a termination by Parent, ) within one Business Day after such termination and, in the case date of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(a)(ii), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) business days after the date of such termination, a termination fee of $33,000,000 13.35 million in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Adeza Biomedical Corp)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(a)(ii), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) business days after the date of such termination, a termination fee of US $33,000,000 61.0 million in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Redback Networks Inc), Agreement and Plan of Merger (Ericsson Lm Telephone Co)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 180 million (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo), Agreement and Plan of Merger (Conagra Foods Inc /De/)
Termination Fee. (i) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i7.1(f), then the Company shall pay to Parent in immediately available funds U.S. within two (2) Business Days of such termination a termination fee of $33,000,000 2,652,000 (the “Company Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
Termination Fee. (ia) If this Agreement is terminated (i) by Parent pursuant to Section 10.01(c)(i7.4(a) (Company Change in Recommendation) or 10.01(c)(iii(ii) or by the Company pursuant to Section 10.01(d)(i7.3(b) (Termination for Superior Proposal), then the Company shall 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 Parent in immediately available funds U.S. $33,000,000 21,000,000 (the “Termination Fee”), in the case by wire transfer of a termination immediately available funds to an account designated by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Keyw Holding Corp)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(a)(ii) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i)8.1(a)(i)(1) as a result of the willful breach by any of the Company’s directors or Executive Officers of Section 5.2, then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) Business Days after the date of such termination, a termination fee of $33,000,000 11,500,000 in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 26,757,615 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.), Agreement and Plan of Merger (Equinix Inc)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii8.01(c)(i) or by the Company pursuant to Section 10.01(d)(iSection 8.01(d)(i), then the Company shall pay to Parent in by wire transfer of immediately available funds U.S. $33,000,000 23,800,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i10.1(c), then the Company shall pay to Parent in the Termination Fee, by wire transfer of immediately available funds U.S. $33,000,000 (the “Termination Fee”), to an account designated in the case of a termination writing by Parent, within one two (2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Select Interior Concepts, Inc.)
Termination Fee. (ia) If this Agreement is terminated (i) by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i)9.1(g) or (ii) pursuant to Section 9.1(h) as a result of the termination of the TestEquity Agreement pursuant to Section 9.1(g) thereof, then the Parent will pay Company shall pay an amount equal to Parent in immediately available funds U.S. six million dollars ($33,000,000 6,000,000.00) (the “Termination Fee”). In the event the Termination Fee is payable, such fee will be paid to Company by Parent in immediately available funds within two (2) Business Days after the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such terminationdate this Agreement is terminated.
Appears in 1 contract
Termination Fee. (ia) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i7.1(b)(ii), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two business days after the date of such termination, a termination fee of $33,000,000 4,500,000 in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated (A) by Parent pursuant to Section 10.01(c)(i11.01(c)(i) or 10.01(c)(iii(B) or by the Company pursuant to Section 10.01(d)(i11.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 6,600,000 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to at the time of such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 75,000,000 (the “Termination Fee”), . The Termination Fee shall be payable (A) in the case of a termination by Parent, within one three Business Day Days after such termination andand (B), in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (ia) If The Company agrees to pay Parent a termination fee (a "TERMINATION FEE") equal to One Million Five Hundred Thousand Dollars ($1,500,000), if Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(c) or 10.01(c)(iii) or by if the Company terminates this Agreement pursuant to Section 10.01(d)(i8.1(d). Upon termination pursuant to Section 8.1(c) and 8.1(d), then all fees due hereunder shall be payable in full by wire transfer of same day funds on the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a date termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such terminationbecomes effective.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i11.01(c)(i) or 10.01(c)(iiiSection 11.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i11.01(d)(ii), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 115,000,000 minus all amounts reimbursed by the Company pursuant to Section 12.04(c) (the “Termination Fee”), in the case of a termination by the Company, simultaneously with such termination and, in the case of termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Longs Drug Stores Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i11.01(c)(i) or 10.01(c)(iii) (Adverse Recommendation Change), or by the Company pursuant to Section 10.01(d)(i11.01(d)(i) (Superior Proposal), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one two (2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before substantially concurrent with such termination, and as a condition to such termination.thereto. 70
Appears in 1 contract
Samples: Agreement and Plan of Merger (Goodrich Petroleum Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 71,337,435 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before or concurrently with and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i11.01(c)(i) or 10.01(c)(iiiSection 11.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i11.01(d)(ii), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 115,000,000 minus all amounts reimbursed by the Company pursuant to Section 12.04(c) (the “Termination Fee”), in the case of a termination by the Company, simultaneously with such termination and, in the case of termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.. 62
Appears in 1 contract
Termination Fee. In addition to any payment required by the foregoing provisions of this Section 7.2, (i) If in the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) 7.1.6 or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i)7.1.7, then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after upon such termination andtermination, in the case of a termination by the Company, or within two business days thereafter, in the case of a termination by Parent, a termination fee of $2,000,000, and (ii) in the event that this Agreement is terminated pursuant to Section 7.1.8 or Section 7.1.9, then Parent shall pay to the Company immediately before and as a condition to upon such termination, a termination fee of $2,000,000.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)
Termination Fee. (i) If this Agreement is terminated by (A) Parent pursuant to Section 10.01(c)(i11.01(c)(i) or 10.01(c)(iii(B) or by the Company pursuant to Section 10.01(d)(i11.01(d)(iv), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 34.5 million (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, and in the case of a termination by the Company, immediately before and as a condition to the effectiveness of such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foundation Medicine, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii11.01(c)(i) or by the Company pursuant to Section 10.01(d)(i11.01(d)(i), then the Company shall pay to Parent, to be received and held by Parent in trust for one or more Affiliates of Parent designated by Parent in writing prior to the receipt of such payment (each such Affiliate, a “Designated Affiliate”), or to one or more such Designated Affiliates directly, in immediately available funds U.S. $33,000,000 155,939,696 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NPS Pharmaceuticals Inc)
Termination Fee. (i) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(d), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day after Days following written notice of such termination andtermination, in the case of a termination by fee of $25 million (the Company, immediately before and as a condition to such termination"Termination Fee").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
Termination Fee. (ia) If this Agreement is validly terminated by Parent pursuant to Section 10.01(c)(i7.1(e) or 10.01(c)(iii) or by Section 7.1(f), then, within one business day after the Company termination of this Agreement pursuant to Section 10.01(d)(i7.1(e) or simultaneously with the termination of this Agreement pursuant to Section 7.1(f), then the Company shall pay cause to Parent be paid to Parent, in cash, by wire transfer of immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination to an account designated by Parent, within one Business Day after such a termination and, fee in the case amount of a termination by the Company, immediately before and as a condition to such termination$5,600,000.
Appears in 1 contract
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by 11.1(c), and within twelve months of such termination the Company pursuant shall enter into an agreement with respect to Section 10.01(d)(i)an Acquisition Transaction, then upon consummation of such Acquisition Transaction the Company shall pay to the Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in fee equal to 3% of the case of a termination by the Company, immediately before and as a condition to such terminationBase Amount.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by (A) Parent pursuant to Section 10.01(c)(iSection 11.01(c)(i) or 10.01(c)(iii(B) or by the Company pursuant to Section 10.01(d)(iSection 11.01(d)(iv), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 34.5 million (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, and in the case of a termination by the Company, immediately before and as a condition to the effectiveness of such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section Section 10.01(c)(i) or Section 10.01(c)(iii) ), or by the Company pursuant to Section Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 80,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc)
Termination Fee. (iA) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 225,000,000 (the “Termination Fee”), in the case of a termination by Parent, ) within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oaktree Capital Group, LLC)
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(c)(1), 8.1(c)(2) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(c)(3), then the Company shall pay to Parent promptly, but in immediately available funds U.S. no event later than two (2) business days after the date of such termination, a fee of $33,000,000 10,900,000 in cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Consulting Group Inc)
Termination Fee. (ia) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i7.1(b)(i), 7,1(b)(iii) or 10.01(c)(iii7.1(b)(iv) for a reason that is not directly and exclusively related to Parent or by the Company Merger Sub, or pursuant to Section 10.01(d)(i7.1(c), then the Company shall pay to Parent a termination fee equal to $1,500,000 in immediately available funds U.S. $33,000,000 cash (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Track Innovations LTD)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii11.01(c)(i) or by the Company pursuant to Section 10.01(d)(i11.01(d), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 3.7 million (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to at the time of such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Interactive Inc)
Termination Fee. (ia) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i11.01(c)(i) (Adverse Recommendation Change) or 10.01(c)(iiiSection 11.01(c)(ii) (Breach of Non-Solicit), or by the Company pursuant to Section 10.01(d)(i11.01(d) (Superior Proposal), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 1,683,321 (the “Termination Fee”), in the case of a termination by Parent, within one five Business Day Days after such termination and, in the case of a termination by the Company, immediately before substantially concurrent with such termination, and as a condition to such terminationthereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dawson Geophysical Co)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) ), or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 140,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cytec Industries Inc/De/)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) ), or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 12,500,000 (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 71,337,435 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before or concurrently with and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If Parent terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i7.1(c) or 10.01(c)(iii) or by the Company terminates this Agreement pursuant to Section 10.01(d)(i7.1(e), then the Company shall pay or cause to be paid to Parent a fee of $60.0 million in immediately available funds U.S. $33,000,000 cash (the “Termination Fee”), in the case of a termination of this Agreement by Parentthe Company pursuant to Section 7.1(e), within one Business Day after prior to or concurrently with such termination and, by the Company and in the case of a termination by the Companythis Agreement by Parent pursuant to Section 7.1(c), immediately before and as a condition to within five (5) Business Days after such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NxStage Medical, Inc.)
Termination Fee. (iA) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay an amount equal to $134,450,000 (the “Termination Fee”) to Parent in immediately available funds U.S. $33,000,000 within two (the “Termination Fee”), in the case of a termination by Parent, within one 2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mentor Graphics Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i8.1(c)(i) or 10.01(c)(iiiSection 8.1(c)(iii) or by the Company pursuant to Section 10.01(d)(i8.1(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 1,000,000 (the “Termination Fee”)) plus up to the Expense Cap of Parent’s and Merger Sub’s reasonable Expenses, in the case of a termination by Parent, within one (1) Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EF Johnson Technologies, Inc.)
Termination Fee. (a) In the event (i) If the Company terminates this Agreement is terminated by Parent pursuant to Section 10.01(c)(i7.1(h) or 10.01(c)(iii(ii) or by the Company Parent terminates this Agreement pursuant to Section 10.01(d)(i7.1(i), then the Company shall pay Parent an amount equal to Parent in One Hundred Fifteen Million Dollars ($115,000,000) (the "Termination Fee") by wire transfer of immediately available funds U.S. $33,000,000 (upon the “Termination Fee”)occurrence of such event, in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such terminationtermination in the case of termination pursuant to Section 7.1(h).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
Termination Fee. (ia) If Notwithstanding Section 10.2 or Section 11.6, in the event that there is a termination of this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i10.1(c), then the Company Parent shall pay to Parent in immediately available funds U.S. the Company a termination fee of $33,000,000 500,000 (the “Parent Termination Fee”), in ) within five (5) business days of the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Feutune Light Acquisition Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 175,000,000 (One Hundred Seventy-Five Million Dollars) (the “Termination Fee”), in the case of a termination by Parent, within one (1) Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii10.01(c)(i) or by the Company pursuant to Section Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 64,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Raven Industries Inc)
Termination Fee. (i) If this Agreement is terminated by (x) Parent pursuant to Section Section 10.01(c)(i) or 10.01(c)(iii(y) or by the Company pursuant to Section Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 1,815,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three (3) Business Day Days after such termination and, in the case of a termination by the Company, immediately before contemporaneously with and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii8.01(c)(i) or by the Company pursuant to Section 10.01(d)(i8.01(d)(i), then the Company shall pay to Parent in by wire transfer of immediately available funds U.S. $33,000,000 23,800,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If The Company shall pay to Parent the amount of $4,000,000 in cash (the “Termination Fee”) in the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i9.01(c)(iii). Notwithstanding anything to the contrary in this Agreement, then Parent’s receipt of the Termination Fee from the Company pursuant to this Section 9.02(b)(i) shall pay to be the sole and exclusive remedy of Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by for the Company, immediately before and as a condition ’s termination of this Agreement pursuant to such terminationSection 9.01(c)(iii).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) ), or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 80,000,000 (the “"Termination Fee”"), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advent Software Inc /De/)
Termination Fee. (i) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i9.1(e), 9.1(f)(iv) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i9.1(f)(v), then the Company shall pay to Parent in immediately available funds U.S. a termination fee of $33,000,000 75,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i10.01(d)(ii), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 22,900,000 (the “Termination Fee”), which Termination Fee shall be, in the case of a termination by Parent, payable within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before payable concurrently with and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TE Connectivity Ltd.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 64,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay or cause to be paid to Parent in immediately available funds U.S. Twenty Million Four Hundred Thousand Dollars ($33,000,000 20,400,000) (the “Termination Fee”), in the case of a termination by Parent, within one two (2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.)
Termination Fee. (ia) If The parties hereto agree that if this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii7.1(e) or by the Company pursuant to Section 10.01(d)(i7.1(f), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after prior to or concurrently with such termination andtermination, in the case of a termination by the Company, immediately before and as or within two Business Days thereafter, in the case of a condition to such termination.termination by Parent, the Company Termination Fee. The “
Appears in 1 contract
Termination Fee. (ia) If The parties hereto agree that if this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) 7.1(e), or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i7.1(f), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after prior to or concurrently with such termination andtermination, in the case of a termination by the Company, immediately before and as or within two (2) Business Days thereafter, in the case of a condition to such terminationtermination by Parent, the Termination Fee. The “Termination Fee” means $550,000.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 10,830,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cascade Microtech Inc)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or (but only if the failure to satisfy the condition specified therein results from an intentional breach by the Company pursuant to Section 10.01(d)(iof any of its representations, warranties, covenants or agreements contained herein), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 125,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one three (3) Business Day Days after such termination and, or in the case of a termination by the Company, immediately before and as a condition to concurrently with such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navistar International Corp)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii11.01(c)(i) or by the Company pursuant to Section 10.01(d)(i11.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 180,814,000.00 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anacor Pharmaceuticals, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to any of Sections 8.01(c)(i) through Section 10.01(c)(i) or 10.01(c)(iii8.01(c)(vi) or by the Company pursuant to Section 10.01(d)(i8.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 US$1,386,055 (the “Termination Fee”), in the case of a termination by Parent, ) within one (1) Business Day after such termination and, by wire transfer of immediately available funds in the case of a termination US Dollars to any account designated in writing by the Company, immediately before and as a condition to such terminationPurchaser.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i10.01(d)(ii), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 22,900,000 (the “Termination Fee”), which Termination Fee shall be, in the case of a termination by Parent, payable within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before payable concurrently with and as a condition to such termination.termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Measurement Specialties Inc)
Termination Fee. (a) (i) If In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i)7.3(a) or by Parent pursuant to Section 7.4, then the Company shall pay to Parent in by wire transfer of immediately available funds U.S. $33,000,000 to an account designated by Parent on the next business day following such termination (the “Termination Fee”)or, in the case of a termination by Parentpursuant to Section 7.3(a), within one Business Day after such termination and, in prior to the case effectiveness of a termination by the Company, immediately before and as a condition to such termination) a nonrefundable fee in an amount equal to $1,800,000.
Appears in 1 contract
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 10.01(c)(ii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 55,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Termination Fee. (iA) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 225,000,000 (the “Termination Fee”), in the case of a termination by Parent, ) within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.. 108
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Termination Fee. (i1) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iiiSection 11.01(c)(i) or by the Company pursuant to Section 10.01(d)(iSection 11.01(d)(i), then the Company shall pay to Parent, to be received and held by Parent in trust for one or more Affiliates of Parent designated by Parent in writing prior to the receipt of such payment (each such Affiliate, a “Designated Affiliate”), or to one or more such Designated Affiliates directly, in immediately available funds U.S. $33,000,000 155,939,696 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.)
Termination Fee. (iA) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii10.01(c)(i) or by the Company pursuant to Section Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stewart Information Services Corp)
Termination Fee. (i) If this Agreement is terminated (A) by Parent or the Company pursuant to Section 10.1(b)(i) at a time when this Agreement could have been validly terminated pursuant to Section 10.1(c), or (B) by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i10.1(c), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 (the “Company Termination Fee”), in the case of a termination by Parent, within one two (2) Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to at the time of such termination.. “
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gener8 Maritime, Inc.)
Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii11.01(c)(i) or by the Company pursuant to Section 10.01(d)(i11.01(d)(i), then the Company shall pay to Parent in immediately available funds U.S. $33,000,000 1.5 million (the “Termination Fee”), in the case of a termination by Parent, within one two Business Day Days after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memory Pharmaceuticals Corp)
Termination Fee. (i) If In the event this Agreement is terminated by Parent pursuant to Section 10.01(c)(i(A) or 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(i9.01(c)(ii) or (B) by Parent pursuant to Section 9.01(d)(iii) or Section 9.01(d)(iv), then the Company shall pay to Parent in (or its designated Affiliate) by wire transfer of immediately available funds U.S. to an account designated by Parent a termination fee equal to $33,000,000 1,500,000 (the “Company Termination Fee”), in . The Company shall pay to Parent the case Company Termination Fee within three Business Days after the date of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.)
