Termination Fee Payable. If, but only if, the Agreement is terminated by: (i) (x) either Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), and (y) the Company (A) receives or has received an Acquisition Proposal from a Third Party after the date of this Agreement, which Acquisition Proposal is publicly disclosed and has not been withdrawn either (I) at or prior to the time of the Shareholders’ Meeting or (II) prior to the termination of this Agreement if there has been no Shareholders’ Meeting, and (B) within twelve (12) months of such termination of this Agreement, the Company enters into a definitive agreement to consummate, or consummates, a transaction regarding such Acquisition Proposal with the Third Party, or any Affiliate of the Third Party, who made such Acquisition Proposal described in clause (A) above, then the Company shall pay, or cause to be paid, to Parent an amount equal to $43,335,601 (the “Termination Fee”) by wire transfer of immediately available funds not later than the second (2nd) Business Day following the date of the consummation of such transaction regarding an Acquisition Proposal (provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty five percent (25%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
Appears in 1 contract
Termination Fee Payable. If, but only if, the Agreement is terminated by: :
(i) (x) either Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), and (y) the Company (A) receives or has received an Acquisition Proposal from a Third Party after the date of this Agreement, which Acquisition Proposal is publicly disclosed and has not been withdrawn either (I) at or prior to the time of the Shareholders’ Meeting or (II) prior to the termination of this Agreement if there has been no Shareholders’ Meeting, and (B) within twelve (12) months of such termination of this Agreement, the Company enters into a definitive agreement to consummate, or consummates, a transaction regarding such Acquisition Proposal with the Third Party, or any Affiliate of the Third Party, who made such Acquisition Proposal described in clause (A) above, then the Company shall pay, or cause to be paid, to Parent an amount equal to $43,335,601 (the “Termination Fee”) by wire transfer of immediately available funds not later than the second (2nd) Business Day following the date of the consummation of such transaction regarding an Acquisition Proposal (provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty five percent (25%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
(ii) the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee by wire transfer of immediately available funds concurrently with such termination; or
(iii) Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee by wire transfer of immediately available funds not later than the second (2nd) Business Day following such termination.
Appears in 1 contract