Company Break Fee definition

Company Break Fee has the meaning set out in section 4.1.
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Company Break Fee. An amount equal to five percent (5%) of the aggregate Stock Purchase Prices for Tranche 1, Tranche 2 and Tranche 3, payable in cash.
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Company Break Fee. $5,000,000 (as such amount may be increased pursuant to the terms of the Agreement) payable in cash or in shares of Common Stock based upon the 5-Day VWAP on the date which is six business days after the date that the Company has announced to the public that the Agreement has been terminated; provided, however, the Company Break Fee shall not be payable in shares of Common Stock if the Company or Purchaser terminates the Agreement in accordance with Sections 8.2(b)(iii) or the Company terminates the Agreement in accordance with Section 8.2(c)(iv); and provided, further, any increase in the Company Break Fee pursuant to Sections 8.2(d)(vi) and 7.2(c) shall be paid in cash.”
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Examples of Company Break Fee in a sentence

  • Notwithstanding any provision in this Agreement to the contrary, the Company will deduct and withhold any and all amounts required to be withheld and paid to any taxing authority in respect of any payments to be made to Purchaser (including any amounts paid by the Company in respect of the Arrangement Fee or the Company Break Fee).

  • Provided that the Company was not in breach of the provisions of Section 4 or Section 5, payment of the Company Break Fee will constitute full and complete satisfaction, and will constitute the Parent’s sole and exclusive remedy for any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in or related to this Agreement.

  • The Company Break Fee will be payable by the Company to the Parent within one business day following the receipt by the Company of a statement of the fees and expenses of Parent’s counsel incurred in connection with the Merger.

  • If Purchaser elects the ROD Condition Extension, the Company shall, on or before the date that is fifteen days after the ROD Deadline, pay to Purchaser $2,000,000 (which payment shall be a credit against the Arrangement Fee) and the Company Break Fee shall be increased by $1,000,000 for each month (or portion thereof) after one month following the ROD Deadline that elapses prior to BLM’s issuance of the ROD, such increase not to exceed $2,000,000.”.


More Definitions of Company Break Fee

Company Break Fee has the meaning given to it in Section 9.5;
Sample 1
Company Break Fee. An amount equal to five percent (5%) of the Stock Purchase Price, payable in cash.
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Related to Company Break Fee

  • Break Fee means an amount to compensate a Proponent for some of the costs the Proponent had incurred in developing and submitting a Proposal in the event that the RFP Process is cancelled, as determined by the Sponsors in accordance with RFP Section 10.3.3;

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

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

  • Break-Up Fee has the meaning set forth in Section 9.2(b).

  • 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).

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change in Control means the occurrence of any of the following events:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • CIC means the Construction Industry Council.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

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

  • Accretion Termination Date As defined in the Series Supplement.

  • Compensation Accrued at Termination means the following:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

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

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Terminating Acquiror Breach has the meaning specified in Section 10.01(c).

  • Constructive Termination means:

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Break Date means [Insert date or dates]1 [or any date falling after that date] [or the day before any Rent Day after that date] [or any [fifth] anniversary of that date] [as specified in the Tenant's formal notice given under Clause 7.1];]2

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.