Option Termination Event means either of the following events: (i) immediately prior to the Effective Time of the Merger; or (ii) termination of the Merger Agreement (A) by either party pursuant to Section 9.1(c) of the Merger Agreement, whether or not such termination occurs prior to the occurrence of a Triggering Event, provided that the matter giving rise to the order, decree, ruling or other action providing the basis for termination under Section 9.1(c) shall not have been initiated by Issuer or any Bidder, (B) by Issuer pursuant to Section 9.1(d)(i) of the Merger Agreement because of a material adverse change after the date hereof in the business, financial condition, results of operations, properties, assets or liabilities of Grantee and its subsidiaries taken as a whole (other than any change relating to the United States economy in general or to the United States investor-owned hospital business in general) that is caused by the matters described in Schedule 5.8(a) to the Company Disclosure Letter if such termination occurs prior to the occurrence of a Triggering Event described in clause (i) of Section 2(c) hereof or (iii) by either party pursuant to any other provision of the Merger Agreement if such termination occurs prior to the occurrence of a Triggering Event.
Option Termination Event means the first day after the earliest to occur of the following dates: (i) the date on which the Effective Time of the Merger occurs; (ii) the last date of the twelve (12) month period beginning on the date of termination of the Merger Agreement pursuant to Section 7.1(b)(iii); provided, that such termination has given rise to the right of Grantee to receive payment of Xxxxxxxx.xxx Expenses pursuant to Section 7.2(c)(1) of the Merger Agreement; provided, that subsequent to such termination, if an event occurs that gives rise to the obligation of Issuer to pay the Termination Fee pursuant to Section 7.2(c)(2) of the Merger Agreement, then the last date of the six (6) month period beginning on the date of actual payment of the Termination Fee by Issuer to Grantee pursuant to Section 7.2(c)(2) of the Merger Agreement; (iii) the date of termination of the Merger Agreement by either party pursuant to the provisions of any section of the Merger Agreement other than Sections 7.1(b)(iii) (other than as provided in clause (ii) above); provided, that such termination occurs prior to the occurrence of a Triggering Event; and (iv) the last date of the six (6) month period beginning on the date of the first occurrence of a Triggering Event; provided, however, that if the Option cannot be exercised as of any such date by reason of any applicable judgment, decree, law, regulation or order (each, an "Impediment"), or by reason of the waiting period under the HSR Act, then the Option Termination Event shall be delayed until the date which is thirty (30) days after such Impediment has been removed or such waiting period has expired.
Option Termination Event means any of the following events:
Examples of Option Termination Event in a sentence
Grantee may exercise the Option, in whole or part, and from time to time, if, but only if, a Triggering Event (as hereinafter defined) shall have occurred prior to the occurrence of an Option Termination Event (as hereinafter defined), provided that Grantee shall have sent the written notice of such exercise (as provided in subsection (e) of this Section 2 on or prior to the last date of the 18-month period following such Triggering Event (the "Option Expiration Date").
The right to exercise the Option shall terminate upon the first to occur of the Option Expiration Date or an Option Termination Event.
Grantee may exercise the Option, in whole or part, and from time to time, if, but only if, a Triggering Event (as hereinafter defined) shall have occurred prior to the occurrence of an Option Termination Event (as hereinafter defined), provided that Grantee shall have sent the written notice of such exercise (as provided in subsection (f) of this Section 2 on or prior to the last date of the 18-month period following such Triggering Event (the "Option Expiration Date").
This right of tender is not available to Affected Certificates after the occurrence of an applicable Tender Option Termination Event or to Pledged Class A Certificates.
If the terms and conditions to be set forth in such amendment have not been agreed to within one hundred twenty (120) days of the Option Termination Event, this Agreement may be terminated by either party at any time after such period; provided the parties have not yet agreed to such amendment.
More Definitions of Option Termination Event
Option Termination Event means any of the following events: (i) immediately prior to the Effective Time of the Merger; (ii) termination of the Merger Agreement (other than immediately after or during the continuance of a Triggering Event); or (iii) the last date of the 14-month period following any termination of the Merger Agreement immediately after or during the continuance of a Triggering Event. Notwithstanding the foregoing, the Option may not be exercised if the Grantee is in material breach of its representation or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement, the Parent Stock Option Agreement or the Merger Agreement.
Option Termination Event means either (i) a Public Offering wherein the price of the shares of Common Stock in the Public Offering would, if Vestar sold shares of Vestar Stock in the Public Offering, result in Vestar failing to achieve the Vestar Return on any such sale or (ii) a Change of Control wherein the consideration for the shares of Vestar Stock sold or otherwise disposed of in the Change of Control results in Vestar failing to achieve the Vestar Return upon such sale or other disposition.
Option Termination Event means the earlier to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to Section 9.1(l) of the Merger Agreement; or (iii) the termination of the Merger Agreement other than under circumstances which constitute (or may constitute in the event of a termination of the Merger Agreement pursuant to Section 9.1(e) or Section 9.1(f) of the Merger Agreement) a Triggering Event under this Agreement.
Option Termination Event means any of the following events: (i) the Effective Time of the Merger; (ii) termination of the Merger Agreement by either party pursuant to Section 7.1(b)(iv) of the Merger Agreement, whether or not such termination occurs prior to the occurrence of a Triggering Event, provided that the matter giving rise to the order, decree, ruling or other action providing the basis for termination under Section 7.1(b)(iv) shall not have been initiated by Issuer; or (iii) termination of the Merger Agreement by either party pursuant to any other provision of the Merger Agreement if such termination occurs prior to the occurrence of a Triggering Event; or (iv) 12 months after the first occurrence of a Triggering Event.
Option Termination Event means any of the following events: (i) immediately prior to the Effective Time of the Merger; (ii) termination of the Merger Agreement (other than upon or during the continuance of a Triggering Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Triggering Event (or if, at the expiration of such 180-day period the Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal). Notwithstanding the foregoing, the Option may not be exercised if the Grantee is in material breach of its representation or warranties, or in material breach of any of its covenants or agreements contained in this Agreement or the Merger Agreement.
Option Termination Event means any of the following events: (i) the Effective Time; or (ii) the termination of the Merger Agreement other than under circumstances which constitute (or upon satisfaction of the condition to payment of the Termination Fee set forth in Section 8.3(b)(ii)(y) of the Merger Agreement would constitute) a Triggering Event under this Agreement; or (iii) the occurrence of the date which is eighteen (18) months after termination of the Merger Agreement under circumstances which, if the condition to payment of the Termination Fee set forth Section 8.3(b)(ii)(y) of the Merger Agreement were satisfied, would constitute a Triggering Event under this Agreement unless such a Triggering Event resulting from the satisfaction of such conditions has occurred prior to such date. Notwithstanding the termination of the Option, Grantee shall be entitled to purchase those Option Shares with respect to which it may have exercised the Option in accordance with the terms hereof prior to the termination of the Option, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or expire prior to or at such termination. (d)
Option Termination Event means the first day after the earliest to occur of the following dates: (i) the date on which the Effective Time of the Merger occurs; or (ii) the date of the termination of the Merger Agreement, provided that a Triggering Event has not occurred prior to or in connection with such termination of the Merger Agreement; PROVIDED, HOWEVER, that if the Option cannot be exercised as of any such date by reason of any applicable judgment, decree, law, regulation or order (each, an "Impediment"), or by reason of the waiting period under the HSR Act, then the Option Termination Event shall be delayed until the date which is thirty (30) days after such Impediment has been removed or such waiting period has expired.