Company Break Up Fee definition

Company Break Up Fee means cash in immediately available funds in an amount equal to Ten Million Eight Hundred Seventy-Five Thousand Dollars ($10,875,000). For purposes of this Agreement, an "Alternative Acquisition" means any of the following transactions or series of related transactions: (i) any direct or indirect acquisition or purchase of 50% or more of the total consolidated assets of the Company or any of its Subsidiaries, in a single transaction or series of transactions (including through the acquisition of any equity securities of any of the Company's Subsidiaries), (ii) any direct or indirect acquisition or purchase of 50% or more of any class of equity securities of the Company, in a single transaction or series of transactions (including through a merger, consolidation, share exchange, business combination or other similar transaction), (iii) any tender offer or exchange offer (including a self-tender offer) that results in any person or group of related persons beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries; provided that an Alternative Acquisition shall not include a recapitalization transaction which is financed solely out of some combination of (x) the Company's own funds, (y) the proceeds of a debt financing provided by a senior lender or mezzanine lender and (z) the proceeds of a sale-leaseback transaction, which, in the case of clauses (y) or (z) above would not result in the acquisition or transfer of any of the capital stock (or securities exercisable or convertible into capital stock) of the Company or any Subsidiary of the Company and would not result in the acquisition or transfer of 5% or more of the capital stock (or securities exercisable or convertible into capital stock) of the Company or any Subsidiary of the Company to such lender or acquiror or any of their respective affiliates.
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Company Break Up Fee means cash in immediately available funds in an amount equal to $2,300,000.
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Company Break Up Fee means $40.0 million.
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More Definitions of Company Break Up Fee

Company Break Up Fee means cash in immediately available funds in an amount equal to Ten Million Eight Hundred Seventy-Five Thousand Dollars ($10,875,000). For purposes of this Agreement, an "ALTERNATIVE ACQUISITION" means any of the following transactions or series of related transactions: (i) any direct or indirect acquisition or purchase of 50% or more of the total consolidated assets of the Company or any of its Subsidiaries, in a single transaction or series of transactions (including through the acquisition of any equity securities of any of the Company's Subsidiaries), (ii) any direct or indirect acquisition or purchase of 50% or more of any class of equity securities of the Company, in a single transaction or series of transactions (including through a merger, consolidation, share exchange, business combination or other similar transaction), (iii) any tender offer or exchange offer (including a self-tender offer) that results in any person or group of related persons beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries; PROVIDED THAT an Alternative Acquisition shall not include a recapitalization transaction which is financed solely out of some combination of (x) the Company's own funds, (y) the proceeds of a debt financing provided by a senior lender or mezzanine lender and (z) the proceeds of a sale-leaseback transaction, which, in the case of clauses (y) or (z) above would not result in the acquisition or transfer of any of the capital stock (or securities exercisable or convertible into capital stock) of the Company or any Subsidiary of the Company and would not result in the acquisition or transfer of 5% or more of the capital stock (or securities exercisable or convertible into capital stock) of the Company or any Subsidiary of the Company to such lender or acquiror or any of their respective affiliates.
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Company Break Up Fee means a cash fee of $15,000,000, plus the Company shall reimburse up to $750,000 in reasonable and documented expenses and fees then incurred by Parent in connection with the Merger, as applicable.
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Company Break Up Fee. Section 7.3(b) “Company Contract” Section 2.17 “Company Databases” Section 2.9(k)
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Company Break Up Fee is defined in Section 3.6(b).
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Company Break Up Fee means cash in immediately available funds in an amount equal to Twelve Million Dollars ($12,000,000).
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Related to Company Break Up Fee

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

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

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

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

  • 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;

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

  • Accretion Termination Date As defined in the Series Supplement.

  • 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.

  • 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).

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

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

  • 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.

  • 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

  • Penalty Period has the meaning set forth in Section 6.3.

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

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • 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).

  • Breakup Fee has the meaning set forth in Section 7.4.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Severance from Service Date means the earlier of:

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

  • 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.