Purchaser Termination Fee Event has the meaning ascribed thereto in Section 5.3(b);
Purchaser Termination Fee Event means the termination of this Agreement:
Purchaser Termination Fee Event means any of the following events:
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 this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(vii).
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) (A) any Person shall have made a Superior Proposal and (B) thereafter this Agreement is terminated for any reason other than pursuant to Section 10.4(a) or those set forth in clause (i), (ii), (iii) or (iv) of this Section 10.5 and (C) within 15 months thereafter such Superior Proposal shall have been consummated. In the event that a Purchaser Termination Fee Event shall have occurred, then the Company shall promptly, but in no event later than two business days after such Termination Fee Event, pay Purchaser a fee of $3,450,000 (the "PURCHASER TERMINATION FE...
Purchaser Termination Fee Event means the termination of this Agreement by CRH pursuant to Section 9.2(a)(iv)(A). If a Purchaser Termination Fee Event occurs, the Purchaser shall pay the Purchaser Termination Fee by wire transfer of immediately available funds within two (2) Business Days following such termination. Each of the Parties acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that: (i) without limiting the right of a party to seek a remedy pursuant to section 10.4 as an alternative to terminating this Agreement as contemplated in this Section 9.3; and (ii) in the event a Party terminates this Agreement as contemplated in this Section 9.3, all of the payment amounts set out in this Section 9.3 are payments of liquidated damages which are a genuine pre- estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each of CRH and the Purchaser irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where CRH or the Purchaser is entitled to a Fee and such Fee is paid in full, CRH or the Purchaser, as the case may be, shall be precluded from any other remedy against the other Party at Law or in equity or otherwise (including, without limitation, an Order for specific performance), and shall not seek to obtain any recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby, provided, however that payment by a Party of a Fee shall not be in lieu of any damages or any other payment or remedy available in the event of any fraud or willful or intentional breach by such Party of any of its obligations under this Agreement.
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;
Purchaser Termination Fee Event means the termination of this Agreement by the Purchaser or the Company pursuant to Section 8.1(b)(ii) [Occurrence of Outside Date] or Section 8.1(b)(iii) [Failure to Satisfy Mutual Condition to Close] if, as of the time of termination, the only conditions set forth in Section 6.1 [Mutual Conditions], Section 6.2 [Purchaser Conditions] and Section 6.3 [Company Conditions] that have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time and that are capable of being satisfied) are one or more of: (i) Section 6.1(d) [Utility Approvals]; (ii) Section 6.2(d) [Competition Act Approval]; (iii) Section 6.1(f) [Illegality] only insofar as such Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) is related to any Key Regulatory Approval and/or
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 by CRH pursuant to Section 9.2(a)(iv)(A).