Topping Fee Clause Samples

Topping Fee. If, prior to December 31, 1997, Incentive or SIH or any of their affiliates sells or agrees to sell any SIH Shares at a price in excess of the Purchase Price, which sale or agreement relates to any Acquisition Proposal made after October 30, 1996 and prior to March 31, 1997, Incentive and SIH will, jointly and severally, be obligated to pay to Vestar, Harvard, and AIP on a pro rata basis (based on the percentage of the total number of SIH Shares to be purchased by Vestar, Harvard and AIP which is to be purchased by each such party), promptly following the consummation of such sale and by wire transfer of immediately available funds, an amount, for each SIH Share so sold, equal to 45% of the excess of (i) the price received by Incentive or SIH or any of their affiliates for such SIH Share over (ii) $11.00; provided that no amount shall be payable to Vestar, Harvard or AIP if this Agreement shall have been terminated by Buyer pursuant to Section 8.1(a)(ii) because any of the conditions set forth in Sections 7.2(f) and 7.2(g) shall not have been satisfied. If all or a portion of the price received by Incentive or SIH or any of their affiliates for SIH Shares is paid in a form other than cash, including any right to receive a contingent payment, the amount of consideration received by Incentive or SIH or any of their affiliates shall be deemed to be the amount of any cash consideration and the fair market value of any non-cash consideration on the date of consummation of the sale of the SIH Shares. Such fair market value shall be determined (A) mutually by Incentive, Vestar and Harvard or (B) if Vestar, Harvard, and Incentive cannot so agree within 30 days, by a nationally recognized New York based United States investment banking firm selected by Vestar and Harvard from a list of three such firms prepared by Incentive. The fees and expenses of such investment banking firm shall be borne 50% by Incentive and 50% by Vestar, Harvard and AIP on a pro rata basis (based on the percentage of the total number of SIH Shares to be purchased by Vestar, Harvard and AIP which is to be purchased by each such party).

Topping Fee. In the event this Agreement is terminated and within one (1) year thereafter substantially all of the Assets or substantially all of the assets or capital stock of Seller are sold (through a sale of assets, sale of stock, merger, consolidation, exchange or otherwise) pursuant to an Alternative Transaction, and provided this Agreement has not been terminated because of a material breach of Buyer's obligations, representations or warranties hereunder, thereupon Seller will pay to Buyer Eight Hundred Thousand Dollars ($800,000) in immediately available funds.

Topping Fee. In the event that (i) this Agreement is terminated pursuant to Section 8.1(c) and (ii) within the 12 months following such termination a National Possible Alternative is consummated which is more beneficial than the transactions contemplated by this Agreement, taken as a whole, to the holders of National Common Units other than the National MGP and its affiliates, then the National MLP shall pay to the Purchaser, within three days of such consummation, a topping fee equal to $6.0 million (inclusive of any amounts previously paid by the National MLP pursuant to Section 8.2(b) hereof). If the transaction does not involve the acquisition of substantially all of the interests in or assets of the National MLP or the National OLP, then the calculation of the amount to be paid in excess of amounts paid pursuant to Section 8.2(b) shall be adjusted on a pro rata basis.

Topping Fee. If the Board of Directors of Larizza terminates this Agreement and abandons the Merger pursuant to Section 5.1(f), or if the Board of Directors of Parent or Acquisition terminates this Agreement and abandons the Merger pursuant to Section 5.1(g)(i) or (ii), then Parent shall receive from Larizza the sum (the "Topping Fee") of (i) $4,300,000 and (ii) the amount, not to exceed $1,700,000, of all costs and expenses incurred by Parent and Acquisition relating to this Agreement, the transactions contemplated hereby and the financing therefor, including without limitation, the fees, disbursements and charges of counsel to Parent, Acquisition and any financing source for which Parent or any of its affiliates is responsible, financial advisory fees (not in excess of customary financial advisory fees if payable to affiliated entities), accounting fees and expenses, due diligence costs, and all other out-of-pocket fees, costs and expenses. Notwithstanding any other provision hereof, Larizza will not have the right to terminate this Agreement under Section 5.1(f) unless the Topping Fee has been paid in full prior thereto.

Topping Fee. In the event that any Topping Fee Event shall ----------- occur, Childs shall pay to the Securityholders any Topping Fee due to the Securityholders in connection with such Topping Fee Event. Payment of such Topping Fee to the Securityholders shall be due immediately following the consummation of the related Topping Fee Event and shall be payable in immediately available funds by wire transfer to accounts designated in writing by the Securityholders.

Topping Fee. (a) If, within three months from the date hereof, and if USWeb has not willfully breached any material provision of this Agreement, an Acquisition Event (as hereinafter defined) has (i) been consummated by an entity other than USWeb or its wholly-owned subsidiaries or (ii) been offered to the Seller or the Seller's Holders at a price in excess of the price set forth herein and Seller's Holders subsequently do not approve the transactions contemplated by this Agreement, then Seller shall pay to USWeb (by wire transfer of immediately available federal funds to an account designated by USWeb for such purpose) the sum of $20,000,000 (the "Topping Fee") on the second business day following the occurrence of the Acquisition Event. As used herein, an "Acquisition Event" shall mean acquisition of all or substantially all the business of Seller, whether by merger, sale of assets, consolidation, business combination, or otherwise. (b) For a period of three months following the date hereof, the Seller agrees that it will not enter into any agreement with a USWeb Competitor (as defined below), or any person or entity with respect to Section 14.03(b)(ii) hereof, pursuant to which (i) the Seller grants to such USWeb Competitor rights to any Seller Intellectual Property Rights, (ii) the Seller grants to such person or entity any right to acquire an equity interest in Seller, (iii) Seller establishes a joint marketing, product development or other similar relationship with a USWeb Competitor or (iv) the Seller establishes any other material relationship with a USWeb Competitor, in each case other than sales of products or services in the ordinary course, unless Seller shall have first complied with the provisions of this Section 14.03. Before entering into any such agreement or relationship with a USWeb Competitor, the Seller shall first negotiate in good faith with USWeb for a period of up to 30 days to enter into such an agreement or establish such a relationship. In the event Seller and USWeb are unable to negotiate a mutually acceptable agreement or relationship within such 30 day period, the Seller shall thereafter be free to enter into a relationship or agreement with a USWeb Competitor on terms which, when considered as a whole, are no more favorable to such USWeb Competitor than the most favorable terms offered to USWeb by Seller during the 30 day negotiation period referenced above. As used herein, "USWeb Competitor" shall mean any entity with annual revenues in ...

Topping Fee. (a) In the event this Agreement is terminated by Parent or Buyer pursuant to Section 10.2(e) or 10.2(f) hereof, or by the Company pursuant to Section 10.3(d) hereof, the Company shall pay to Buyer the sum of One Million Eight Hundred Thousand Dollars ($1,800,000) as compensation for lost opportunities and reimbursement for out-of-pocket expenses. (b) In the event this Agreement is terminated by Parent or Buyer pursuant to Section 10.2(c) hereof (but only where such termination is due to the failure of the condition set forth in Section 7.1 hereof), the Company shall pay to Buyer the greater of (i) the sum of Seven Hundred Fifty Thousand Dollars ($750,000), and (ii) the actual out-of-pocket fees and expenses incurred and paid by Buyer and Parent in connection with the Merger and the transactions contemplated by this Agreement, such amount not to exceed One Million Dollars ($1,000,000), in either case, as compensation for lost opportunities and reimbursement for out-of-pocket expenses.

Topping Fee. Without affecting any rights or remedies as may be available to a party in such event, if at any time after the execution of this Agreement and prior to August 31, 2001, (a) any Person or Person(s) other than MonsterDaata or its Affiliates acquires (i) more than 50% of the outstanding membership interests (on a fully-diluted basis) of 38 NeighborhoodFind, (ii) any of NeighborhoodFind's Intellectual Property, other than in the usual and ordinary course of business or (iii) any Person or Persons other than MonsterDaata or its Affiliates acquires the power to elect a majority of the managers of NeighborhoodFind; or (b) NeighborhoodFind consummates or agrees to consummate a merger, amalgamation, consolidation, business combination or similar transaction with any Person or Persons other than MonsterDaata or its Affiliates (any of the foregoing events being a "Fee Event"), then NeighborhoodFind and the Member Representative shall be jointly and severally obligated to pay MonsterDaata a cash fee in the amount of $500,000 within ten (10) days after such event; provided, however, that if MonsterDaata withdraws from this Agreement absent a breach (reasonably deemed to be material by MonsterDaata) by, or failure of, NeighborhoodFind or any Member to satisfy a condition of closing, then no such fee shall be payable.

Topping Fee. Notwithstanding the provisions of Section 2(a) hereof, PSB and the Investor Group agree that in the event that an acquisition agreement is executed by JADE with any party other than PSB pursuant to which all the issued and outstanding shares of Common Stock will be acquired for cash at a price per share in excess of $14.50, then, subject to the receipt of any required regulatory approval, PSB may exercise the Option and the Option Price shall be equal to $14.50 plus one-half the difference between the acquisition price set forth in the acquisition agreement with such third party and $14.50. Notwithstanding the foregoing, the provisions of this Section 9 shall not be applicable if Investor Group has violated the provisions of Section 8 hereof.