Break Payment Event definition

Break Payment Event has the meaning given in clause 12.1;
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Break Payment Event has the meaning given in clause 7.1; Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in London and New York City for normal business; Clearances means any approval, consent, clearance, permission, confirmation, comfort letter and waiver that may need to be obtained and any waiting period that may need to have expired, from or under applicable law, regulations or practices applied by any Relevant Authority (or under any agreement or arrangement to which any Relevant Authority is a party) in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Pre-Conditions or Regulatory Conditions, and any reference to a Clearance having been “satisfied” shall be construed as meaning that the foregoing have been obtained, or, where appropriate, made or expired; Code means the City Code on Takeovers and Mergers; Competing Transaction means an offer, scheme of arrangement, merger, demerger, acquisition or business combination involving Sky, the purpose of which is to acquire all or a majority of the issued and to be issued share capital of Sky or all or a majority of its business and assets, whether implemented in a single transaction or a series of transactions; Conditions means the Regulatory Pre-Conditions and the conditions to implementation of the Acquisition which are set out in Appendices 1 and 2 to the Announcement, and any other conditions as may be required by the Panel or agreed in writing by the parties, with such consequential amendments as may be reasonably necessary as a result of any Agreed Switch or any Permitted Switch; Confidentiality Agreement means the agreement dated 13 December 2016 between the parties to this agreement regulating the disclosure of confidential information between them prior to the date of this agreement; Court means the High Court of Justice of England and Wales; Court Meeting means the meeting or meetings of the Sky Shareholders to be convened by the Court pursuant to Part 26 of the Act for the purpose of considering, and if thought fit approving, the Scheme, including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document; Effective Date means:
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Break Payment Event means: (i) on the Regulatory Long Stop Date, any Regulatory Pre-Condition or any Regulatory Condition not having been satisfied or waived by Fox or, if applicable, Bidco; or (ii) on or prior to the Regulatory Long Stop Date, Fox or, if applicable, Bidco having invoked (and been permitted by the Panel to invoke) any Regulatory Pre-Condition or Regulatory Condition so as to cause the Scheme to be withdrawn, or following an Agreed Switch or a Permitted Switch pursuant to clause 6.1(d) in respect of which the Independent Directors have at all times given and not withdrawn the Sky Recommendation, the Offer to lapse; and
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Examples of Break Payment Event in a sentence

  • Shell has the right to terminate the Co-operation Agreement if the BG Board withdraws or modifies its recommendation of the Scheme; if the Court Meeting and the Scheme Court Hearing are not held by the specified dates; upon a Break Payment Event (as defined below); and where a competing proposal is recommended or effected.

  • The parties irrevocably agree, having taken appropriate advice, that the Break Payment constitutes a fair and reasonable amount payable by AB InBev on the occurrence of a Break Payment Event.

  • For the avoidance of doubt, if the Agreement is terminated pursuant to Clause 13.1, Shell will remain obliged to pay the Break Payment to the extent that it had become due and payable at or prior to any such termination (subject to the provisions of this Agreement then in force) on the occurrence of the Break Payment Event (together with any additional amounts in respect of VAT under Clause 11.4).

  • For the avoidance of doubt, if this Agreement is terminated pursuant to clause 13.1, Offeror will remain obliged to pay the Break Payment (plus for the avoidance of doubt, any amount in respect of VAT payable pursuant to clause 12) to the extent that it had become due and payable at or prior to any such termination (subject to the provisions of the Agreement then in force) on the occurrence of the Break Payment Event.

  • For the avoidance of doubt, if the Agreement is terminated pursuant to Clause 11.1, the Break Payment will be payable if a Break Payment Event has occurred prior to, or occurs simultaneously with, termination of this Agreement.

  • The Co-operation Agreement can be terminated by either Ball or Rexam if the Scheme (or a Takeover Offer as the case may be) is withdrawn or lapses with the permission of the Panel (other than as a result of a specified condition not being satisfied or waived), the Long Stop Date has passed or a Break Payment Event (as defined below) occurs.

  • The Co-operation Agreement will also terminate upon notice by either part on the occurrence of a Break Payment Event.


More Definitions of Break Payment Event

Break Payment Event has the meaning given in clause 7.1;
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Break Payment Event means either party terminates this Agreement pursuant to any of Clauses 13.1.3(h) to 13.1.3(l) (inclusive), other than pursuant to Clause 13.1.3
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Related to Break Payment Event

  • Payment Event means the event or events giving rise to the right to payment of a Performance Award.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Potential Adjustment Event means any of the following:

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Adjustment Event means each of the following events:

  • Relevant Event means any Termination Event or any Mandatory Prepayment Event or any event which after the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute a Termination Event or a Mandatory Prepayment Event;

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Put Event means the occurrence of:

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Interest Rate Adjustment Event means the occurrence of any of the following:

  • Procurement Event means the request for proposals, the evaluation of proposals and bids for wholesale energy products, and the execution of the applicable supplier contracts with Ameren Illinois Company as a counterparty pursuant to the Procurement Plan for the period starting in June 2021, as proposed by the Illinois Power Agency and approved by the Illinois Commerce Commission in Docket No. 20-0717.

  • 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.

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Adjustment Events the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Significant Event means any Amortization Event or Event of Default.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Index Replacement Event means each of the following events:

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

  • Enforcement Event means an Event of Default.

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.