Examples of Reverse Termination Fee in a sentence
Regulatory Obligations / Reverse Termination Fee Competing Proposals / Termination Fee / Stockholder “No Vote” Boral and Headwaters must use reasonable best efforts to obtain certain required regulatory approvals, including to agree to divestitures up to a specified threshold.
If Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 8.3 , Parent shall pay to the Company interest on such amount at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made through the date such payment was actually received.
For greater certainty, the Termination Payment is the only payment to which any Party is entitled in connection with this Agreement, the Arrangement Agreement and/or the transactions contemplated in or terminated by the Arrangement Agreement or hereby, the termination of the Arrangement and the Arrangement Agreement, and any Termination Fee Event or Reverse Termination Fee Event.
For the avoidance of doubt, the Company shall terminate any pending claim for specific performance or other claim at law or in equity, and shall be foreclosed from bringing any such claim, upon Parent’s payment of a Reverse Termination Fee and/or the Parent Expense Reimbursement, as the case may be, in accordance with the terms of this Agreement.
Nothing in this Section 10.03 limits Companies’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or pursue any independent cause of action against Parent with respect to a breach of the Confidentiality Agreement between Parent and the Companies.