Parent Breach definition

Parent Breach shall have the meaning assigned to it in Section 9.1(c).
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Parent Breach shall have the meaning as set forth in Section 9.1(c) of the Agreement.
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Parent Breach shall have the meaning given to that term in Section ------------- 7.01(a).
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Examples of Parent Breach in a sentence

  • Parent is required to pay the Company a termination fee of $100,000,000 in the event the merger agreement is terminated: • by the Company pursuant to a Parent Breach Termination Event; or • by the Company pursuant to a Parent Failure to Close Termination Event.

  • Parent is required to pay the Company a termination fee of $50 million (the "Parent Termination Fee"), if the Merger Agreement is terminated by the Company pursuant to a Parent Breach Termination Event or a Parent Failure to Close Termination Event.

  • If the Merger Agreement is terminated by the Company pursuant to Section 9.1(c)(i)(A) (Parent Board Change of Recommendation) or Section 9.1(c)(i)(B) (Parent Breach of Parent Stockholder Meeting or Non-Solicit Covenants), then the Maturity Date shall be extended to, and such capitalized term as used herein shall mean, December 31, 2024.

  • Section 7.1(g) Terminating Parent Breach.........................

  • Parent, Merger Sub and Target agree that money damages would not be a sufficient remedy for any Parent Breach or any Target Breach and that, in addition to the remedies set forth in Section 11.3, the non-breaching party shall be entitled to all remedies available to it at law or equity as a remedy for such breach, including specific performance and injunctive relief.

  • Each party shall be responsible for its own fees, costs and expenses associated with negotiating, documenting and closing the Merger; provided, however, that upon the earlier of (a) termination of this Agreement for any reason other than a Terminating Parent Breach and (b) consummation of the Merger, the Company shall reimburse Parent for up to $100,000 of Parent’s fees, costs and expenses associated with such negotiation, documentation and closing (the “Expense Reimbursement”).

  • Parent is required to pay the Company (a) a termination fee of US$1,670,000, if the Merger Agreement is terminated by the Company pursuant to a Parent Breach Termination Event or (b) the aggregate merger consideration if the Merger Agreement is terminated by the Company pursuant to Parent Failure to Close Termination Event (the “Parent Termination Fee”).

  • Section 9.1(h) Terminating Parent Breach...................................

  • Section 8.01(h) Terminating Parent Breach........................

  • Section 8.1(f) Terminating Parent Breach.................................


More Definitions of Parent Breach

Parent Breach means Parent willfully and materially (x) breaches or (y) fails to perform, any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform cannot be or has not been cured within 15 days after the giving of written notice to Parent of such breach or failure to perform (provided that the Company is not then in material breach of any representation, warranty or covenant contained in this Agreement).
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Related to Parent Breach

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Major Breach means a breach of:

  • Breaching Party has the meaning set forth in Section 12.2.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Substantial Breach means the following:

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Cure Period means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and shall:

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Seller Default has the meaning set forth in Section 11.2.