Company Payment Event means the termination of this Agreement pursuant to:
Company Payment Event means the termination of this Agreement pursuant to (x) Section 9.01(c)(i) or Section 9.01(d)(i) or (y) Section 9.01(b)(i), Section 9.01(b)(iii) or Section 9.01(c)(ii) but in the case of clause (y), only if (A) prior to such termination, an Acquisition Proposal shall have been (i) made to the shareholders of the Company generally, proposed to the Company Board or publicly announced by a Third Party in the case of Section 9.01(b)(i) or Section 9.01(c)(ii) or (ii) made to the shareholders of the Company generally or publicly announced by a Third Party in the case of Section 9.01(b)(iii), and (B) within twelve months following the date of such termination, the Company enters into a definitive agreement with respect to, or consummates, a transaction described in the definition of “Acquisition Proposal” (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(d)(i), (y) Section 10.01(c)(i) or (z) Section 10.01(b)(i), Section 10.01(b)(iii) or Section 10.01(c)(ii) but only if in the case of clause (z) (A) prior to such termination, an Acquisition Proposal shall have been made to the shareholders of the Company generally or shall have otherwise been publicly disclosed or proposed by a Third Party, and (B) within 12 months following the date of such termination, the Company enters into a written agreement in respect of, or consummates a transaction described in the definition of “Acquisition Proposal” (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Examples of Company Payment Event in a sentence
If, the Company Payment Event is pursuant to clause (x) of the definition thereof, the Company Termination Fee shall be paid simultaneously with the occurrence of such Company Payment Event (and as a condition to the effectiveness of the termination giving rise to such Company Payment Event) or, if the Company Payment Event is pursuant to clauses (y) or (z) of the definition thereof, the Company Termination Fee shall be paid within two Business Days following the consummation of an Acquisition Proposal.
If a Company Payment Event (as hereinafter defined) occurs, the Company shall pay Parent (by wire transfer of immediately available funds), within five Business Days following such Company Payment Event, a fee of $900 million.
If the Company is or becomes obligated to pay the fee contemplated by the immediately preceding sentence, the right of Parent to receive such fee shall be Parent's sole remedy in respect of the Company Payment Event except for any intentional breach of this Agreement.
If, the Company Payment Event is pursuant to clause (x) below, the Company Termination Fee shall be paid simultaneously with the occurrence of such Company Payment Event or, if the Company Payment Event is pursuant to clause (y) below, the Company Termination Fee shall be paid within two (2) Business Days following the consummation of the Acquisition Proposal referred to in such Company Payment Event.
Following a Company Payment Event, but prior to payment of the non-completion fee, the Companies shall be deemed to hold such payment in trust for Westaim.
More Definitions of Company Payment Event
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(c)(i) or Section 10.01(d)(i), (y) Section 10.01(b)(i) or (b)(iii) or (z) Section 10.01(c)(ii) under circumstances in which such breach or failure to perform was intentional and material, but only if in the case of clauses (y) and (z) (A) prior to such termination, an Acquisition Proposal shall have been made to the Company or shall have otherwise been publicly disclosed or proposed by a Third Party, and (B) within eighteen (18) months following the date of such termination the Company enters into a definitive Agreement with respect to a transaction described in the definition of “Acquisition Proposal” or recommends or submits an Acquisition Proposal to its stockholders, or a transaction in respect of an Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Company Payment Event means (i) the termination of this Agreement pursuant to 10.01(c)(ii) or Section 10.01(c)(iii) or (ii) the termination of this Agreement pursuant to Section 10.01(b)(i), Section 10.01(b)(iii) or Section 10.01(c)(i), where, prior to such termination, an Acquisition Proposal for the Company or any of its Subsidiaries was made, and within 12 months after the date of such termination, the Company or any of its Subsidiaries consummates, or executes documentation providing for, any Acquisition Proposal.
Company Payment Event means the termination of this Agreement by the Company pursuant to Section 8.1(e). For purposes of this Agreement, the term "Acquirer Payment Event" shall mean (x) the termination of this Agreement by the Acquirer pursuant to Sections 8.1(c) or Section 8.1(d)(ii) or (y) (1) after the date hereof and prior to the termination of this Agreement a third party shall have made a bona fide proposal or offer for an Alternative Transaction and (2) within 6 months of the date of termination of this Agreement (other than by reason of Acquirer's failure to comply with or perform, or its breach of, in any material respect any of its agreements or covenants contained herein), the Company shall enter into an agreement with respect to, or consummate, an Alternative Transaction. The parties acknowledge that the payment of any Company Payment Event or Acquirer Payment Event shall be the sole and exclusive remedy of each of the Company and Acquirer, as the case may be, with respect to the termination of this Agreement.
Company Payment Event means if (a) (i) Parent and Merger Sub fail to consummate the Merger, (ii) at such time each of the conditions set forth in Sections 9.01 and 9.02 (excluding clauses (c) and (d) of Section 9.02) hereof are satisfied and (iii) the End Date shall have passed, or (b) the Company terminates this Agreement pursuant to Section 10.01(g).
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(c)(i) or Section 10.01(d)(i), (y) Section 10.01(b)(i), but only in the case of clause (y) if the Company Shareholder Meeting has not been held by the End Date, or (z) Section Section 10.01(b)(iii) or Section 10.01(c)(ii), but only in the case of clause (y) or clause (z) (A) prior to such termination under Section 10.01(b)(i) or Section 10.01(c)(ii) or the taking of a vote to approve this Agreement at the Company Shareholder Meeting or any adjournment or postponement thereof (in the case of a termination pursuant to Section 10.01(b)(iii)), an Acquisition Proposal shall have been made to the shareholders of the Company generally or shall have otherwise been publicly disclosed or proposed by a Third Party and not withdrawn prior to such termination under Section 10.01(b)(i), Section 10.01(c)(ii) or vote to approve this Agreement, as applicable, and (B) within twelve (12) months following the date of such termination the Company consummates a transaction described in the definition of “Acquisition Proposal” (provided, that for purposes of this definition only, all references to “20%” in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Company Payment Event means (I) the termination of this Agreement pursuant to Section 10.01(d)(ii) or (II) the termination of this Agreement by either Parent or the Company pursuant to Section 10.01(b)(i) if all of the conditions set forth in Section 9.01 and Section 9.02(a) have been or are capable of being satisfied at the time of such termination.
Company Payment Event means the termination of this Agreement pursuant to (x) Section 11.01(c)(i), Section 11.01(c)(iii) or Section 11.01(d)(i) or (y) Section 11.01(b)(i), but only if, in the case of clause (y), both (A) prior to such termination, an Acquisition Proposal shall have been made, and (B) within twelve (12) months following the date of such termination: (1) the Company merges with or into, or is acquired, directly or indirectly, by merger or otherwise by, a Third Party; (2) a Third Party, directly or indirectly, acquires more than fifty percent (50%) of the total assets of the Company and its Subsidiaries, taken as a whole; (3) a Third Party, directly or indirectly, acquires more than fifty percent (50%) of the outstanding Shares; or (4) the Company adopts or implements a plan of liquidation, recapitalization or share repurchase relating to more than fifty percent (50%) of the outstanding Shares or an extraordinary dividend involving more than fifty percent (50%) of the assets of the Company and its Subsidiaries, taken as a whole (or in any of clauses (1) through (4) the Company shall have entered into any contract or agreement providing for such action).