Purchaser Termination Fee Event has the meaning ascribed thereto in Section 7.3(5) .
Purchaser Termination Fee Event means this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(vii).
Purchaser Termination Fee Event has the meaning ascribed thereto in Section 5.4(b);
Examples of Purchaser Termination Fee Event in a sentence
Under no circumstance will the Purchaser or the Company, as applicable, be permitted or entitled to receive both a grant of specific performance and any payment of the Company Termination Fee or Purchaser Termination Fee, as applicable, in connection with termination of this Agreement pursuant to a Company Termination Fee Event or a Purchaser Termination Fee Event, as applicable.
More Definitions of Purchaser Termination Fee Event
Purchaser Termination Fee Event means (i) the Board of Directors of the Company shall have effected a Change of Company Recommendation and the approval of the Company's stockholders shall not have been obtained at the Special Meeting or at any adjournment or postponement thereof and Purchaser shall have terminated this Agreement pursuant to Section 10.3(a); (ii) Purchaser shall have terminated this Agreement pursuant to Section 10.3(a); (iii) Purchaser shall have terminated this Agreement pursuant to Section 10.3(b) solely because any of the conditions contained in Section 9.3(a), 9.3(d) (except for 9.3(d)(iii)) or 9.3(e) through 9.3(j) shall not have been met or waived by Purchaser at such time as any such condition can no longer be satisfied, provided that the termination by Purchaser of this Agreement pursuant to Section 10.3(b) solely for a failure of the condition contained in Section 9.3(f) shall not be a Purchaser Termination Fee Event as long as the Company shall have used commercially reasonable efforts to obtain the consents contemplated by Section 9.3(f) and at least 90% of the Shares issuable upon the exercise of Options and Warrants outstanding as of the date hereof shall have been exercised, cancelled in accordance with their terms, or the holders thereof shall have consented (unless such treatment is provided for in the applicable Options or Warrants) to their cancellation or an amendment to the agreement in respect thereof as contemplated by Section 9.3(f), provided that no termination pursuant to this clause (iii) shall be deemed a Purchaser Termination Fee Event if, at the time of such termination, the condition specified in Section 9.1(f) has not been met, unless the failure of the condition specified in Section 9.1(f) to have been met is the direct result of the failure of a condition in Section 9.1(a) through 9.1(e) or 9.3; (iv) the Company shall have terminated this Agreement pursuant to Section 10.4(b); or (v)
Purchaser Termination Fee Event means the termination of this Agreement:
Purchaser Termination Fee Event means the following event:
(i) the Purchaser shall have made a Purchaser Change of Recommendation on the basis that the Purchaser Board has concluded that a Purchaser Acquisition Proposal that been made public or proposed publicly to the Purchaser or the Purchaser Shareholders after the date hereof and prior to the Purchaser Meeting is a Purchaser Superior Proposal and either the Company or the Purchaser shall have exercised its respective termination right under Section 6.1(b)(iii) [Failure to Obtain Purchaser Shareholder Approval] following such Purchaser Change of Recommendation.
Purchaser Termination Fee Event means the termination of this Agreement:
(i) by the Company, pursuant to Section 7.2(1)(c)(iv) [Change in Purchaser Recommendation or Material Breach of Article 5] (but not including a termination by the Purchaser pursuant to Section 7.2(1)(c)(iv) in circumstances where the Change in Purchaser Recommendation resulted from the occurrence of a Company Material Adverse Effect); or
(ii) by the Purchaser, pursuant to Section 7.2(1)(d)(vi) [Change in Purchaser Recommendation].
Purchaser Termination Fee Event has the meaning ascribed thereto in Section 8.2(3). “Real Property” has the meaning ascribed thereto in Section (22)(c) of Schedule “C”.
Purchaser Termination Fee Event means the termination of this Agreement:
(i) by the Company, pursuant to Section 7.2(1)(c)(ii) but not where the Purchaser Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to the Company;
(ii) by the Purchaser, pursuant to Section 7.2(1)(d)(iii); or
(iii) by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) or 7.2(1)(b)(iv) if:
(A) prior to such termination, an Acquisition Proposal for the Purchaser is made or publicly announced by any Person other than the Company or any of its Affiliates and not withdrawn; and
(B) within 180 days following the date of such termination, (x) such Acquisition Proposal for the Purchaser referred to in clause (A) above is consummated, or (y) the Purchaser, directly or indirectly, in one or more transactions, enters into a binding agreement in respect of such Acquisition Proposal for the Purchaser referred to in clause (A) above, provided that the purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning specified in Section 1.1, except that references to “20% or more” in the definition of “Acquisition Proposal” in Section 1.1 shall be deemed to be references to “50% or more”.
Purchaser Termination Fee Event has the meaning ascribed thereto in Section 8.3(d); “Receiving Party” has the meaning ascribed thereto in Section 6.4;