COC Termination Fee definition

COC Termination Fee payable to the Advisor in cash, for purposes of a termination of this Agreement shall be calculated as follows: (i) So long as Advisor’s common stock is not publicly traded: (A) 14 multiplied by the earnings of the Advisor attributable to this Agreement, after costs and expenses (including taxes) of the Advisor attributable to the performance of its duties under this Agreement (“Net Earnings”) for the 12-month period preceding the termination date of this Agreement; plus (B) an additional amount such that the total net amount received by Advisor after the reduction by assumed state and federal income taxes at an assumed combined rate of 40% on the amounts described in (A) and (B) shall equal the amount described in (A). (ii) If at the time the Transaction Notice is given to Advisor, Advisor’s common stock is publicly traded separate from the common stock of Ashford Trust: (A) 1.1 times the greater of: (I) 12 multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement; or (II) the earnings multiple (based on net earnings after taxes) for the Advisor’s common stock for the 12-month period preceding the termination date of this Agreement multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement; or (III) the simple average of the earnings multiples (based on net earnings after taxes) for the Advisor’s common stock for each of the three fiscal years preceding the termination date of this Agreement, multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement, plus (B) an additional amount such that the total net amount received by Advisor after the reduction by assumed state and federal income taxes at an assumed combined rate of 40% on the amounts described in (A) and (B) shall equal the amount described in (A).
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Examples of COC Termination Fee in a sentence

  • Upon a Company Change of Control (defined below), the Company shall have the right, at its election, to terminate this Agreement upon the payment of the COC Termination Fee (defined below) and subject to the conditions and terms of this Section 16.

  • The parties acknowledge and agree that (i) the agreements in this Section 13.3 are an integral part of the transactions contemplated by this Agreement, (ii) the amount of actual damages sustained by KO in such event would be extremely difficult or impossible to calculate, (iii) the COC Termination Fee constitutes a reasonable amount for liquidated damages in such event, and (iv) the COC Termination Fee shall not in any event be construed as a penalty.

  • For the avoidance of doubt, (i) MEC shall only be required to pay to KO a single COC Termination Fee for termination of this Agreement and the Concurrent Agreement upon an MEC Change of Control, and (ii) MEC shall have the sole responsibility for any fees due to KO Distributors under applicable KO Distribution Agreements in such event.

  • For the avoidance of doubt, (A) MEC shall only be required to pay to KO a single COC Termination Fee for termination of this Agreement and the Concurrent Agreement upon an MEC Change of Control, and (B) MEC shall have the sole responsibility for any fees due to KO Distributors under applicable KO Distribution Agreements in such event.

  • In addition, we provide repair and customisation services of golf clubs in 6 of our retail outlets located in Kuala Lumpur, Selangor and Johor, as well as 2 of our retail outlets in Singapore, and golf coaching at our golf academy at the KLGCC.

  • For the avoidance of doubt, (i) XXX shall only be required to pay to KO a single COC Termination Fee for termination of this Agreement and the Concurrent Agreement upon an MEC Change of Control, and (ii) XXX shall have the sole responsibility for any fees due to KO Distributors under applicable KO Distribution Agreements in such event.

  • In the event (i) KO is the Terminating Party and the MEC Change of Control involves Person/s that is/are a KO Competitor or (ii) XXX is the Terminating Party, XXX shall be required to pay KO the COC Termination Fee (as defined in Section 13.3 of the Concurrent Agreement) under the Concurrent Agreement, as liquidated damages and not as a penalty.

  • In the event (a) KO is the Terminating Party and the MEC Change of Control involves Person/s that is/are a KO Competitor or (b) XXX is the Terminating Party, XXX shall be required to pay KO the COC Termination Fee (as defined in Section 13.3 of the Concurrent Agreement) under the Concurrent Agreement, as liquidated damages and not as a penalty.

  • For the avoidance of doubt, (A) XXX shall only be required to pay to KO a single COC Termination Fee for termination of this Agreement and the Concurrent Agreement upon an MEC Change of Control, and (B) XXX shall have the sole responsibility for any fees due to KO Distributors under applicable KO Distribution Agreements in such event.

Related to COC Termination Fee

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Parent Termination Fee has the meaning set forth in Section 7.3(b).

  • Reverse Termination Fee shall have the meaning set forth in Section 9.2(b).

  • Termination Fee has the meaning set forth in Section 7.02(a).

  • Early Termination Fee has the meaning set forth in Section 7.2.

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

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Termination Date Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Termination Date Demand.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Accretion Termination Date As defined in the Series Supplement.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Commitment Termination Date means the earlier of (a) the Maturity Date and (b) the earlier termination in whole of the Commitments pursuant to Section 2.04 or Article VII.

  • Agreement Termination Date is defined in Section 7.4.

  • Event Termination Date See Section 2(e) hereof.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Termination Base Salary means that amount equal to Executive’s annual base salary with the Company at the rate in effect immediately prior to the Change of Control or, if a greater amount, Executive’s annual base salary at the rate in effect at any time thereafter.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Compensation Accrued at Termination means the following: