Lost Opportunity Costs Clause Samples
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Lost Opportunity Costs. (a) Bank shall pay promptly to Premier a cancellation fee of $275,000.00 (the "Termination Fee") if a Triggering Event (as defined in Section 8.3(b) below) has occurred; provided that Premier has not breached in any material respect the obligations of Premier contained in this Agreement. The Termination Fee shall be payable in immediately available funds.
(b) For purposes of this Section 8.3, a "Triggering Event" shall mean:
(i) a willful breach of this Agreement which would permit Premier to terminate this Agreement; or
(ii) the occurrence of both paragraphs (A) and (B):
(A) The Bank Board of Directors fails to recommend the Merger to Bank shareholders and to continue such recommendation until the Bank shareholders meeting duly called and held for the purpose of approving the Merger (the "Shareholders Meeting"), unless the Bank Board of Directors reasonably concludes that one of the conditions precedent to Bank's obligation to close, other than the required shareholders' vote, is not likely to be met, or unless a recommendation of the Merger would constitute a breach of the Bank Board of Directors fiduciary duty, and
(B) the shareholders of Bank fail to approve and adopt the Merger at the Shareholders Meeting in accordance with the terms hereof; or
(iii) the occurrence of both paragraphs (A) and (B):
(A) The shareholders of Bank fail to approve and adopt the Merger at the Shareholders Meeting in accordance with the terms hereof and,
(B) pursuant to an offer or negotiations initiated or commenced while this Agreement is in effect, either: (a) within 12 months following the date hereof, Bank announces or enters into a contract for a transaction with any person or group of persons relating to a merger or other business combination involving Bank or the sale or other disposition of a majority of the assets of, or equity interest in, Bank other than a transaction pursuant to which Bank is the surviving corporation and the shareholders of Bank are the owners of a majority of the stock of the surviving corporation subsequent to the transaction (an "Acquisition Transaction") and such transaction is consummated within 18 months following the date hereof; (b) within 12 months following the date hereof, a tender or exchange offer is commenced by any person or group of persons to acquire equity securities of Bank if, after giving effect to such offer, such person or group would own or have the right to acquire a majority equity interest in Bank (a "Tender Offer"), an...
Lost Opportunity Costs. A Supplier of Voltage Support Service from a Generator that is being dispatched by the ISO shall also receive a payment for Lost Opportunity Costs (“LOC”) when the ISO directs the Generator to reduce its real power (MW) output below its Economic Operating Point in order to allow the Generator to produce or absorb more Reactive Power (MVAr), unless the Supplier is already receiving a Day-Ahead Margin Assurance Payment for that reduction under Attachment J to this ISO Services Tariff. The Lost Opportunity Cost payment shall be calculated as the maximum of zero or the difference between: (i) the product of: (a) the appropriate MW of output reduction and (b) the Real-Time LBMP at the Generator bus; and (ii) the Generator’s Energy Bid for the reduced output of the Generator multiplied by the time duration of reduction in hours or fractions thereof. The formula below describes the calculation of LOC as applied to each Generator supplying Voltage Support Service. Where: = Lost Opportunity Cost for interval i = Real-time LBMP for interval i = The Generator’s Economic Operating Point for interval i = The Generator’s Actual Energy Injection for the interval i = The Generator’s Real-Time Energy Schedule for interval i = The Generator’s Day-Ahead Schedule for the hour containing i = Generator’s Bid curve in effect for interval i = The length of interval i, containing in units of hours Figure 2.0(b) below graphically portrays the calculation of the LOC for a Generator which reduced its MW output to allow it to produce or absorb more Reactive Power (MVAr). $/MWh Real Time LBMP Bid Curve Max (AEI, RTS, DAS) EOP MW
Lost Opportunity Costs. 51.7.1 Subject to Clause 51.6, where the Ancillary Services Provider pays any Generator an amount in respect of lost opportunity costs, the Ancillary Services Provider shall use reasonable endeavours to include any such amount in its Ancillary Service charge to the Grid Operator in the Settlement Day on which it arises or as soon as possible thereafter.
51.7.2 As soon as the Ancillary Services Provider is notified by any Generator that any obligation to pay any lost opportunity costs may arise, it shall consult the Suppliers and the Grid Operator and, without prejudice to the Ancillary Services Provider's right to recover such lost opportunity costs from the Grid Operator in accordance with Clause 51.6 or Clause 51.7.1, the Ancillary Services Provider shall, if requested by the Suppliers or Grid Operator, collect payment from the Grid Operator on account of or by way of recovery of such costs over such period as may be agreed between the Ancillary Services Provider, the Suppliers and the Grid Operator and, in default of agreement, over such period as the Ancillary Services Provider considers to be reasonable.
Lost Opportunity Costs. (a) Bank and Bancshares shall pay promptly to Premier a cancellation fee of Two Million Dollars ($2,000,000) (the “Termination Fee”) if a Triggering Event (as defined in Section 9.3(b) below) has occurred; provided that Premier or PFBI have not breached in any material respect the obligations of Premier or PFBI contained in this Agreement. The Termination Fee shall be payable in immediately available funds.
(b) For purposes of this Section 9.3, a “Triggering Event” shall mean(i) the occurrence of either paragraphs (i) or (ii):
(i) the Bank Board of Directors fails to recommend the Interim Merger to Bank shareholders and to continue such recommendation until the Bank shareholders meeting duly called and held for the purpose of approving the Interim Merger (the “Shareholders Meeting”), unless the Bank Board of Directors reasonably concludes that one of the conditions precedent to Bank’s obligation to close, other than the required shareholders’ vote, is not likely to be met, or
(ii) the shareholders of Bank fail to approve and adopt the Interim Merger at the Shareholders Meeting in accordance with the terms hereof.