Cancellation Amount Sample Clauses

Cancellation Amount. If at any time while this Option is exercisable under Section 2(a), any Person or group (other than Grantee or its Affiliates) (i) shall have made a bona fide proposal with respect to (A) a tender offer or exchange offer for fifty percent (50%) or more of the then outstanding shares of Company Common Stock (a "Share Proposal"), (B) a merger, consolidation or other business combination with the Company (a "Merger Proposal") or (C) any acquisition of a material portion of the assets of the Company (an "Asset Proposal"), or (ii) shall have acquired fifty percent (50%) or more of the then outstanding shares of Company Common Stock (a "Share Acquisition"), then Grantee, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 2(a)) to request in writing (a "Cancellation Notice") that the Company pay, and promptly (but in any event not more than five (5) Business Days) after the giving by Grantee of such Cancellation Notice, the Company shall pay to Grantee, in cancellation of the Option, an amount in cash equal to the Cancellation Amount (as defined below). Notwithstanding anything to the contrary in this Agreement, in the event of any closing involving the payment of a Cancellation Amount, Grantee shall deliver to the Company for cancellation the Option, and the Company shall make payment to Grantee of the Cancellation Amount by wire transfer of immediately available funds pursuant to Grantee's instructions.
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Cancellation Amount. If prior to an Option Termination Event, any Person or group (other than Grantee or its Affiliates) (i) shall have made a bona fide proposal with respect to (A) a tender offer or exchange offer for fifty percent (50%) or more of the then outstanding shares of Company Common Stock (a "Share Proposal"), (B) a merger, consolidation or other business combination with the Company (a "Merger Proposal") or (C) any acquisition of a material portion of the assets of the Company (an "Asset Proposal"), or (ii) shall have acquired fifty percent (50%) or more of the then outstanding shares of Company Common Stock (a "Share Acquisition"), then Grantee, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 2(a)) to request in writing (a "Cancellation Notice") that the Company pay, and promptly (but in any event not more than five (5) Business Days) after the giving by Grantee of such Cancellation Notice, the Company shall pay to Grantee, in cancellation of the Option, an amount in cash equal to the Cancellation Amount (as defined below); provided, however, the Cancellation Amount shall not be payable by the Company if either Grantee or the Company shall have terminated the Merger Agreement pursuant to Section 9.1(f) as a result of the failure to receive the requisite vote for approval of the Merger Agreement and the Merger by the Stockholders of the Company at the Company Stockholders Meeting; provided, further, if after any such termination pursuant to Section 9.1(f) of the Merger Agreement, an Acquisition Proposal involving Grantee is thereafter consummated or the Company enters into a definitive agreement with respect to an Acquisition Proposal within twelve (12) months after any such termination of the Merger Agreement, the Cancellation Amount shall become payable in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, in the event of any closing involving the payment of a Cancellation Amount, Grantee shall deliver to the Company for cancellation the Option, and the Company shall make payment to Grantee of the Cancellation Amount by wire transfer of immediately available funds pursuant to Grantee's instructions.
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Cancellation Amount. The Cancellation Amount with respect to a Cancellation shall be the amount (in US Dollars) determined as equal to the sum of the Class Amounts in respect of the class of Commodity Contract thereby Cancelled.
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Cancellation Amount. [Per the Equity Definitions] 4 [The following changes shall apply to Sections 12.7, 12.8 and 12.9 of the Equity Definitions:
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Cancellation Amount. A credit (Cancellation Amount) will be applied for any individual schedules that are cancelled by Great Lakes. The credit will be based on the difference between actual miles and scheduled miles operated on a specified day. A factor of XXXXX1 cents per mile plus the cost of any tolls not incurred will be applied. It should be understood that mileage could be incurred to put drivers back into position for future schedules and days off. Any additional expenses (e.g. hotel rooms) incurred due to the cancellation would be charged to Great Lakes.
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Cancellation Amount. For the avoidance of doubt, the parties agree that, for purposes of determining any Cancellation Amount for a Transaction payable as a result of a Hedging Disruption, Increased Cost of Hedging, Loss of Stock Borrow or Increased Cost of Stock Borrow, the Determining Party may take into account any amounts payable by the Hedging Party under any customary buy-in provisions contained in any securities loan agreements governing loans of Shares borrowed in respect of such Transaction. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable
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Cancellation Amount. (a) Any Cancellation Amount shall be determined by the affected Warrantholder, which shall act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. Each Cancellation Amount shall be determined as of the date that the relevant Warrant was terminated, or, if that would not be commercially reasonable, as of the date or dates following the relevant date as would be commercially reasonable. (b) In determining a Cancellation Amount, the affected Warrantholder may consider any relevant information, including, without limitation, one or more of the following types of information: (i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the current creditworthiness of such Warrantholder at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between such Warrantholder and the third party providing the quotation; or (ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market. (c) The affected Warrantholder shall consider, taking into account the standards and procedures described in this definition, quotations pursuant to Section 6.07(b)(i) or relevant market data pursuant to Section 6.07(b)(ii) unless such Warrantholder reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in Section 6.07(b)(i) or Section 6.07(b)(ii) above, such Warrantholder may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to Section 6.07(b)(i) above or market data pursuant to Section 6.07(b)(ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information. (d) Without duplication of amounts calculated based on information described in Section 6.07(b)(i) or Section 6.07(b)(ii) above, or other relevant information, and when it is commercially reasonable to do so, the affected Warrantho...
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Related to Cancellation Amount

  • Cancellation Fee to any person surrendering ADSs for cancellation and withdrawal of Deposited Securities or to any person to whom Deposited Securities are delivered, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered;

  • Cancellation Fees 7.1 There is no refund for late pick up or early return of the Vehicle. 7.2 All other cancellation fees are outlined in the Summary Rental Conditions.

  • ADS Cancellation Fee by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled;

  • Cancellation of Notes Paid, Converted, Etc The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

  • Cancellation Notice Each of the insurance policies will be specifically endorsed to require the insurer to provide the Authority with 30 days written notice (or 10 days for non-payment of premium) prior to the cancellation of the policy. The endorsement will specify that such notice will be sent to: Hillsborough County Aviation Authority Attn.: Chief Executive Officer Tampa International Airport Post Office Box 22287 Xxxxx, Xxxxxxx 00000

  • Cancellation of Notes Paid, Etc All Notes surrendered for the purpose of payment, repurchase, conversion, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request. If the Company shall acquire any of the Notes, such acquisition shall not operate as satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

  • Cancellation OSS Charge TWTC will incur an OSS charge for an accepted LSR that is later canceled.

  • Cancellation Amendment The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

  • CANCELLATION AND REFUND 5.1. Registration fee is not refundable. 5.2. In the event that the Participant decided not to participate in the swim, the cost of additional services purchased by the participant in addition to the Registration fee can be partially refunded according to the following rules: 5.2.1. Any refunds are possible upon a written request of the participant, received not later than 1 month before the event.

  • TERMINATION/CANCELLATION Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

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