If Parent shall terminate this Agreement pursuant to Section 9.01(h) (Parent Alternative Acquisition Agreement), then Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee prior to or contemporaneously with, and as a condition to the effectiveness of, such termination.
Merger Agreement has the meaning set forth in the Recitals.
Transaction Agreement has the meaning set forth in the recitals.
Limited Condition Acquisition means any acquisition by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Master Transaction Agreement has the meaning set forth in the recitals.
Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.