Fee Payment Event definition

Fee Payment Event has the meaning assigned in Section 8.03(d).
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Fee Payment Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than the Acquiror or any Acquiror Subsidiary) of beneficial ownership of 25% or more of the then outstanding Company Common Stock; or (ii) The occurrence of the Tolling Event described in clause (i) of the definition of the term "Tolling Event", except that the percentage referred to in clause (z) of the definition of the term "Acquisition Transaction" shall be 25%.
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Examples of Fee Payment Event in a sentence

  • Company shall pay to Parent upon demand $1.8 million upon the occurrence of a Fee Payment Event (the "Section 5.4 Fee"), payable in same-day funds, as liquidated damages and not as a penalty, if the Section 5.4 Fee is payable pursuant to Section 5.3 to reimburse and compensate Parent for its time, expenses and lost opportunity costs of pursuing the Merger.

  • Company shall pay to Parent upon demand $2.0 million upon the occurrence of a Fee Payment Event (the "Section 5.4 Fee"), payable in same-day funds, as liquidated damages and not as a penalty, if the Section 5.4 Fee is payable pursuant to Section 5.3 to reimburse and compensate Parent for its time, expenses and lost opportunity costs of pursuing the Merger.

  • If the Board of Directors of Company takes any action described in clause (y) or (z) of the preceding sentence or Merger Partner exercises its right to terminate this Agreement under Section 8.1(c) based on the Board of Directors of Company having taken any action described in clause (w) or (x) of the preceding sentence, Company shall, concurrently with the taking of such action or such termination (a "Fee Payment Event"), as applicable, pay to Merger Partner the Section 6.4 Fee (as hereinafter defined).

  • If a Fee Payment Event occurs, Company shall pay within three business days of a demand by Merger Partner, $300 million, payable in same-day funds, as liquidated damages and not as a penalty.

  • AbbVie will be required to pay the Break Fee on the occurrence of a Break Fee Payment Event.

Related to Fee Payment Event

  • Payment Event means the event or events giving rise to the right to payment of a Performance Award.

  • Fee Payment Date (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

  • L/C Fee Payment Date the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

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

  • Put Event means the occurrence of:

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Reduction Event means any of the following:

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Potential Adjustment Event means any of the following:

  • Procurement Event means the request for proposals, the evaluation of proposals and bids for wholesale energy products, and the execution of the applicable supplier contracts with Ameren Illinois Company as a counterparty pursuant to the Procurement Plan for the period starting in June 2021, as proposed by the Illinois Power Agency and approved by the Illinois Commerce Commission in Docket No. 20-0717.

  • Adjustment Event means each of the following events:

  • Note Payment Date means any date on which principal of or interest on any Note is payable.

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.