Break Fee Event definition

Break Fee Event means an event which shall occur if the board of directors of Forex shall withdraw or modify in a manner adverse to the Offeror its approval or recommendation of the Offer, or approve or recommend any Superior Proposal, or determine that any Acquisition Proposal is a Superior Proposal, or shall fail to reaffirm such approval or recommendation upon the Offeror's request, or take or resolve to take any of the foregoing actions.
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Break Fee Event has the meaning given to it in Clause 8.1;
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Break Fee Event shall occur if (x) the Board of Directors of the Corporation shall withdraw or modify in a manner adverse to the Offeror its approval or recommendation of the Offer, or approve or recommend any Superior Proposal, or determine at the conclusion of the process set out in Section 3.2 (k) and (l) that any Acquisition Proposal is a Superior Proposal, or shall fail to reaffirm such approval or recommendation upon the Offeror's request, or take or resolve to take any of the foregoing actions, or (y) an Acquisition Proposal shall have been made directly to the Corporation's shareholders for a consideration exceeding $31.00 prior to the Offeror making the Offer and the Offeror shall decide not to make the Offer and such Acquisition Proposal succeeds.
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Examples of Break Fee Event in a sentence

  • In case the Break Fee Event occurs because a third party has prior to the Completion either announced or published an offer to the shareholders of Credit Suisse or to Credit Suisse to acquire, either directly or indirectly, more than 50% of the business of Credit Suisse, the Break Fee shall be in the amount of 50% of the explicit or implied premium offered by the third party.

  • Except as provided in Section 8.2 with respect to Bowater's monetary remedy in the event of a Bowater Break Fee Event, neither the termination of this Agreement nor anything contained in this Section 9.1(b) shall relieve any party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein, unless otherwise expressly stipulated herein.

  • If the Bowater Common Shareholders do not approve the Bowater Resolution at the Bowater Meeting (an "Avenor Break Fee Event"), then Bowater shall pay to Avenor, on the business day following such vote, $70 million in immediately available funds to an account designated by Avenor; provided, however, that (i) the Avenor Common Shareholders have not disapproved the Arrangement and (ii) this Agreement shall not have been duly terminated prior to the occurrence of such Avenor Break Fee Event.

  • For greater certainty, the Parties agree that the terms of Section 9.1(b) apply in the event of a termination of this Agreement in conjunction with a Bowater Break Fee Event, subject to the payment of the amount pursuant to this Article 8 being the sole monetary remedy of Bowater as a result of the occurrence of a Bowater Break Fee Event.

  • A termination of this Agreement as a result of the failure of Alliance to obtain the SDI Consent shall not result in the occurrence of a Bowater Break Fee Event pursuant to Section 8.1 of this Agreement.

  • In the event a Break Fee Event (as defined hereinafter) has occurred, Credit Suisse shall pay a break fee of CHF 100,000,000 to UBS (“Break Fee”) within 20 Trading Days of the date on which the Break Fee becomes payable.

  • The payment of the Break Fee will be in lieu of any damages or other payment or remedy to which the Company or the holders of Company Shares might otherwise have been entitled in connection with or as a result of the occurrence of a Break Fee Event.

  • For greater certainty, the Parties agree that the payment of the amount pursuant to this Article 8 is the sole monetary remedy of the Party entitled to such amount as a result of the occurrence of an Avenor Break Fee Event or Bowater Break Fee Event, as the case may be.

  • You acknowledge and agree that you have entered into a fixed term agreement with us and if a Break Fee Event occurs prior to the End Date, we may suffer loss.


More Definitions of Break Fee Event

Break Fee Event means any of the events under which EMC is required to pay to Uranium One the Break Fee, as described under the heading "The Combination Agreement and Related Agreements — Break Fees and Reimbursement of Expenses" in this Circular.
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Break Fee Event has the meaning given in paragraph 2.1;
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Break Fee Event has the meaning ascribed to it in Section 8.2(b);
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Related to Break Fee Event

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • €STR Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent:

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Accretion Termination Date As defined in the Series Supplement.

  • Event Determination Date means either:

  • default value means a value derived from a typical value by the application of pre-determined factors and that may, in circumstances specified in this Directive, be used in place of an actual value;’;

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • SOFR Index Cessation Event means the occurrence of one or more of the following events:

  • Credit Event Net Gain means, with respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of:

  • Reference Interest Rate Transition Event means the occurrence of one or more of the following events with respect to the then-current Reference Interest Rate:

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Reduction Event means any of the following:

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Fraud Loss Coverage Termination Date The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

  • Credit Event Net Loss means, with respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of:

  • OBFR Index Cessation Event means the occurrence of one or more of the following events:

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Benchmark Modification or Cessation Event means, in respect of the Benchmark any of the following has occurred or will occur:

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.