Breakup fee clause samples

Section 5.05 Breakup Fee. In consideration for the considerable time, effort and expense to be undertaken by the Company in connection with the transactions contemplated by this Agreement, if Buyer fails to consummate the Closing prior to the Outside Date (for any reason or no reason (including, without limitation, the failure to satisfy any of the conditions described herein except as set forth below in this sentence)), then Buyer shall pay to the Company $1,580,000 (the “Breakup Fee”); provided, however, that such Breakup Fee shall not be payable to the Company if the failure to consummate the Closing prior to the Outside Date is due primarily to any action or inaction of the Company or the Member which causes any of the conditions set forth in Section 5.01 not to be satisfied, except in the case of fraud, intentional misconduct or a willful and material breach by Buyer. The parties agree that the foregoing provision is fair and reasonable in light of the anticipated or actual harm caused by a breach, the difficulties of proof of loss and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. Notwithstanding anything in this Agreement to the contrary, except in the case of fraud, intentional misconduct or a willful and material breach of this Agreement by Buyer, in the event that the Breakup Fee is paid, then payment to the Company of the Breakup Fee shall be the Company’s and the Member’s sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against Buyer and its former, current and future directors, officers, employees, agents, shareholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, shareholder, Affiliate or assignee of any of the foregoing (collectively, the “Buyer Parties”) in respect of this Agreement and the transactions contemplated hereby, including for any loss or damage suffered as a result of the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or for a breach or failure to perform hereunder or otherwise, and upon payment of such Breakup Fee no Buyer Party shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

then, in any such event, the Company shall pay to Parent the Breakup Fee. “Breakup Fee” means (i) $20,000,000 if this Agreement is terminated on or before the Cut-off Date by the Company pursuant to Section 7.1(c)(ii) so as to enter into an Alternative Acquisition Agreement with a Person or group of Persons that is an Excluded Person at the time of such termination, (ii) $120,000,000 if this Agreement is terminated by Parent pursuant to Section7.1(d)(ii) following an Adverse Recommendation Change relating to an NPAC Intervening Event and (iii) $60,000,000 in all other cases. In no event shall the Company be required to pay the Breakup Fee on more than one occasion. In the event that (A)the Company is obligated to pay the Breakup Fee pursuant to this Section7.3(b) and (B)Parent shall receive full payment of the Breakup Fee plus any payment obligations pursuant to the succeeding paragraph (f), the receipt of the Breakup Fee by Parent shall be deemed to be liquidated damages, and the Company shall not have any further liability or obligation to Parent, Merger Sub or any of their Affiliates relating to or arising out of this Agreement or the failure of the Merger or any other transaction contemplated hereby to be consummated, and in such event, Parent and Merger Sub shall not seek to recover any money damages or obtain any equitable relief from the Company.

Yeah, let me address these things. So the answer there is yes, there is a $6 million breakup fee. In a public to public transaction, of course, both boards have a fiduciary obligation that if there is a superior offer to do it, particularly speaking from the AFCO board’s perspective for a second, that’s quite normal and while I don’t necessarily like it as a CEO from the FPI side, it’s reality in these sorts of transactions. So, what happens here is if a higher and better offer comes along, we get a chance at Farmland Partners to match it or increase it and if we choose not to, we get paid for being the stalking horse and it’s just the process as I’m sure you all understand and I don’t have to like it as a CEO but I think it’s fundamentally fair to all shareholders and so that’s the way this is put together.

(a) If this Agreement is terminated by Parent pursuant to Section 7.03(b), or Section 7.03(c), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five (5) Business Days after such termination, the Breakup Fee. If this Agreement is terminated by the Company pursuant to Section 7.04(b), or Section 7.04(c), then Parent shall pay to the Company (by wire transfer of immediately available funds), within five (5) Business Days after such termination, the Breakup Fee.

The merger agreement contains provisions that make it more difficult for Enable to sell its business to a party other than Energy Transfer. These provisions include the general prohibition on Enable soliciting any Acquisition Proposal or offer for a competing transaction from a third party, and the requirement that Enable pay Energy Transfer a breakup fee of $97.5 million if the merger agreement is terminated in specified circumstances, including in the event Enable willfully breaches its non-solicitation obligations. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Breakup Fee.” In addition, the Sponsors have entered into the support agreements which obligate them to deliver their written consent to each of the matters for which Enable is soliciting consents of the holders of Enable common units 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement, and the merger agreement does not permit Enable to terminate the merger agreement to pursue a superior acquisition proposal. See “Support Agreements.” The foregoing may discourage a third party that might have an interest in acquiring all or a significant part of Enable from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher per unit value than the current proposed merger consideration.

No. There is no breakup fee. Basically, the only (inaudible) of the transaction is the $80 million and if takes longer than 12 months to get approval. But obviously, we're not doing this because we think we're going to hit that. So we're confident this is going to close on time, everything we know is on a lot of analysis around this and we're confident this is going to happen.

It’s a standard contract. You’ll see the contract when it’s filed shortly. But it’s a standard type of approach where our Board obviously retains its fiduciary rights, and if events unfolded that they actually exercise those rights there’s a breakup fee. So not both sides, it’s a typical arrangement which you’ll see described shortly.

Robert Wayne Drummond A Chief Executive Officer& Director, Keane Group, Inc. Yeah. Look, I would say it’s pretty standard around the breakup fee. There is language around competing offers during that period which, like JK said, will be available in the S-4; and then in the merger agreement there’s in-term covenants on what each company can do without the consent of the other. So I’d say, it’s pretty standard.