Common use of Acceptance of Superior AIX Transaction Proposals Clause in Contracts

Acceptance of Superior AIX Transaction Proposals. If (i) (A) this Agreement is terminated by AIX pursuant to Paragraph 6.1.5 hereof, (B) AIX shall violate the covenant set forth in Paragraph 4.3. 6.1 hereof, or (C) AIX modifies or withdraws its board of directors' recommendation in favor of the transactions contemplated by this Agreement or (ii) AIX enters into an agreement which provides for Another AIX Transaction (as defined below) or Another AIX Transaction is consummated (in each case with any third party which after the date of this Agreement and before termination of this Agreement has communicated to it an AIX Transaction Proposal), in either case within twelve months after the date of termination of this Agreement, then, in any such event, AIX shall pay to ITEQ within two days after demand by ITEQ in the case of the occurrence of any of the events specified in clause (i) above, and immediately upon the first to occur of the entering into an agreement providing for, or the consummation of, Another AIX Transaction in the case of clause (ii) above (by wire transfer of immediately available funds to an account designated by ITEQ for such purpose), a fee (the "Break-Up Fee") in an amount equal to $2,500,000. AIX agrees that the Break-Up Fee is a reasonable determination, in light of the uncertainty and difficulty of ascertaining the exact amount thereof, of the loss that ITEQ would actually sustain in respect of one of the events described in this Paragraph 4.