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Contract analysis / wire-instructions-reverse-breakup-fee.docx
wire-instructions-reverse-breakup-fee.docx
1032-00005 · 6 clauses
High · 1 Medium · 0 Standard · 4
1. Payment Amount and Deadline Standard
⚑ Commercial term
1. Payment Amount and Deadline The Reverse Break-Up Fee to be paid by Halcyon to Vectris is in the amount of Twenty-Eight Million and 00/100 United States Dollars ($28,000,000.00). This amount represents three and one-half percent (3.5%) of the aggregate deal value of Eight Hundred Million Dollars ($800,000,000) as set forth in Section 8.1(e)(i) of the Merger Agreement. The Reverse Break-Up Fee amount was negotiated
2. Wire Transfer Instructions for Beneficiary (Vectris Photonics, Inc.) Standard
⚑ Commercial term
2. Wire Transfer Instructions for Beneficiary (Vectris Photonics, Inc.) The following wire transfer instructions have been provided by Whitfield, Prager & Loomis LLP, counsel to Vectris Photonics, Inc., and have been confirmed directly by Rebecca Lau, General Counsel of Vectris Photonics, Inc. Calderwood & Harkness LLP has independently verified these instructions through a telephone callback to Ms. Lau at Vectris's
3. Instructions to Halcyon Treasury Department
3. Instructions to Halcyon Treasury Department The Halcyon Treasury Department is hereby requested and authorized to initiate the wire transfer of $28,000,000.00 in immediately available funds to the account specified in Section 2 above no later than December 15, 2023. In order to ensure that the wire transfer settles on the same business day and that the funds are credited to Vectris's account on or before the deadl
4. Instructions to Ironclad National Bank, N.A. (Escrow Agent) Standard
⚑ Commercial term
4. Instructions to Ironclad National Bank, N.A. (Escrow Agent) This letter also serves to inform Ironclad National Bank, National Association ("Ironclad"), in its capacity as escrow agent under that certain Escrow Agreement dated August 10, 2023, by and among Halcyon, Vectris, and Ironclad (the "Escrow Agreement"), that the Reverse Break-Up Fee payment described herein is being made directly from Halcyon to Vectris t
5. Confirmation and Compliance High
⚑ Penalty / liquidated damages
5. Confirmation and Compliance Upon receipt of the wire transfer confirmation from the Halcyon Treasury Department, and upon confirmation from Vectris (through its counsel, Whitfield, Prager & Loomis LLP) that the Reverse Break-Up Fee has been received in full in Vectris's account, Calderwood & Harkness LLP will prepare and circulate a written confirmation letter to all parties confirming that the Reverse Break-Up Fe
6. Fraud Prevention Notice Standard
⚑ Commercial term
6. Fraud Prevention Notice IMPORTANT — WIRE FRAUD PREVENTION ADVISORY All parties and their respective treasury departments, banking institutions, and representatives are hereby advised to exercise the utmost caution in connection with these wire transfer instructions. Wire fraud schemes targeting high-value transactions are increasingly prevalent, and criminals frequently attempt to intercept or alter wire instructi