Company Termination Event definition

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

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Company Termination Event has the meaning set forth in Section 6(c).

Company Termination Event means any of the following: (i) the breach in any material respect by one or more of the Consenting Term Lenders, of any of the undertakings, representations, warranties, or covenants of the Consenting Term Lenders set forth herein in any material respect which remains uncured for a period of five (5) business days after the receipt of written notice of such breach pursuant to Section 5(a) and 19 hereof (as applicable), but only if the non-breaching Consenting Term Lenders own less than 662/3% of the Claims; (ii) the board of directors of the Company or its subsidiaries reasonably determines in good faith based upon the advice of outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Company shall provide notice of such determination to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ via email within one (1) business day after the date thereof; (iii) the Company shall not have obtained votes accepting the Prepackaged Plan from holders of the (x) Term Loans and (y) Senior Notes, in each case, sufficient to satisfy the conditions for acceptance set forth in section 1126(c) of the Bankruptcy Code on or before the voting deadline set forth in the solicitation materials distributed in connection with the Prepackaged Plan; (iv) the Support Effective Date shall not have occurred on or before October 25, 2017; (v) if the Effective Date shall not have occurred on or before January 31, 2018; (vi) if, at any time, a Senior Notes RSA Termination occurs; provided, further, that the Company shall promptly notify ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ of the occurrence of any Senior Notes RSA Termination (and in any event shall notify ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ no later than one (1) Business Day after such occurrence); (vii) the term sheet attached as Exhibit A to the Senior Notes RSA is modified without the consent of the Requisite Term Lenders; or (viii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Prepackaged Plan or the Restructuring, and such ruling, judgment or order has not been not stayed, reversed or vacated within fifteen (15) calendar days after such issuance.

Examples of Company Termination Event in a sentence

If the same event meets the definition of both a Termination Event and Sale of the Company Termination Event, Employee shall be entitled to receive only one Severance Payment for such event.
The payments under this Section 5 do not include or replace any Severance Payment that may be payable to or received by the Employee upon the occurrence of a Termination Event or a Sale of the Company Termination Event, as described in Section 4.
Subject to the mitigation provisions of this Section 4.2, the Escrow Agent shall deliver to Employee out of escrow one twelfth of the total amount originally deposited in escrow on each month commencing 30 days from the Termination Event or Sale of Company Termination Event.
Upon the termination of this Agreement pursuant to a Company Termination Event, in part or in its entirety: (a) all licenses and rights granted to the applicable Company Licensee with respect to the Intellectual Property to which such termination relates shall immediately terminate and (b) any sublicenses that have been granted to a Sublicensee with respect to the Patent Rights or Know-How to which such termination relates shall immediately terminate.
Upon the occurrence of a Company Termination Event (as defined below), this Agreement may be terminated by delivery of a written notice in accordance with Section 21 below by the Company to the other Parties and the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force or effect with respect to each Party.

More Definitions of Company Termination Event

Company Termination Event means the Termination of Employment of the Employee by the Company or otherwise in any of the following events and prior to any Employee Termination Event:

Company Termination Event means any of the following:

Company Termination Event has the meaning set forth in Section 16.3.2.

Company Termination Event has the meaning set forth in Section 5.01(b) hereof.

Company Termination Event means termination (a) by Pfizer in accordance with Section 16.2.1, (b) based on, or related to, the Company or a Company Material Indebtedness in accordance with Section 16.2.2, or (c) in accordance with Section 16.2.3 or 16.2.4.

Company Termination Event means the date upon which the employment of the Executive is terminated pursuant to Section 6(a), Section 6(b), Section 6(d) or Section 6(e)(ii) of the Employment Agreement.

Company Termination Event means any of the following: (i) The breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by one or more of the Consenting Creditors and/or the Equity Committee of any of the undertakings, representations, warranties or covenants of the Consenting Creditors or the Equity Committee set forth herein which remains uncured for a period of five (5) Business Days after the receipt of written notice of such breach pursuant to Section 24 hereof (as applicable), but, with respect to the Consenting Creditors, only if the remaining non-breaching Consenting Creditors hold or control less than 66.67% of the aggregate outstanding amount of the Convertible Notes. (ii) The special committee of the board of directors of Core Parent determines in good faith, and after consultation with outside counsel, that the Restructuring is not in the best interests of the Debtors’ estates and continued support for the Restructuring would be inconsistent with the exercise of its fiduciary duties under applicable Law; provided, however, that in the event the Debtors desire to terminate this Agreement pursuant to this Section 8(b)(ii) (such right to terminate this Agreement pursuant to this Section 8(b)(ii), the “Fiduciary Out”), the Debtors shall provide at least five (5) Business Days advance written notice to the Ad Hoc Group Advisors and the Equity Committee Advisors prior to the date the Debtors elect to terminate this Agreement pursuant to the Fiduciary Out (such five (5) Business Day period, the “Termination Period”) advising the Ad Hoc Group Advisors and the Equity Committee Advisors that the Debtors intend to terminate this Agreement pursuant to the Fiduciary Out and specifying, in reasonable detail, the reasons therefor (including the material facts and circumstances related thereto and, to the extent applicable, the terms, conditions and provisions of any Alternative Restructuring that the Debtors may pursue), and during the Termination Period, the Debtors shall cause their advisors to use good faith efforts to discuss with the Requisite Consenting Creditors and the Equity Committee the need for the Debtors to exercise the Fiduciary Out. (iii) The Exit Facility Commitment Parties do not execute the Exit Facility Commitment Letter within two (2) weeks following the Support Effective Date; provided, that such date may be extended with the consent of the Debtors (not to be unreasonably withheld) and the Requisite Consenting Credit...