Reimbursement Event definition

Reimbursement Event means the DUO Reimbursement Event or the Approval Reimbursement Event.

Reimbursement Event has the meaning set forth in the MCSA.

Reimbursement Event means, after the Distribution Date, (i) the vesting of any Reimbursement Award that is a restricted stock award or similar award of tangible property, (ii) the settlement of any Reimbursement Award that is a restricted stock unit or similar full-value share-based incentive award (excluding any restricted stock award) or cash-based incentive award (including any GPUs) or (iii) the exercise of any Reimbursement Award that is a stock option or stock appreciation right.

Examples of Reimbursement Event in a sentence

• Buyer’s remedies shall include, but not be limited to, a claim for actual, direct, incidental and other damages (including, without limitation, attorneys' fees and administrative costs and expenses) arising out of, resulting from or related to any such Reimbursement Event.

• The platform committee shall consider resolutions to be reported to the state assembly.

• Upon the occurrence of a “Recall” or “Products Liability” situation, as those terms are defined herein (collectively referred to as a “Reimbursement Event”), Seller and Buyer agree to negotiate in good faith with one another, to reasonably allocate the costs of complying with or contesting any Reimbursement Event and of providing the remedial rights to the Customer(s) and to Buyer in connection with any such Reimbursement Event.

• Notwithstanding the foregoing, Buyer shall be entitled to (but not limited to) any and all rights and remedies under these Terms and applicable law, and Seller will indemnify and hold Buyer harmless for the costs of any services or other actions (including, without limitation, Remedial Actions) undertaken by Buyer or Buyer’s Customer to correct or remedy any Reimbursement Event that is determined to be attributable to Seller.

• Toyota Party shall be entitled to (but not limited to) any and all rights and remedies under these Terms and Conditions, and Supplier will indemnify and hold Toyota Party harmless for the costs of any services or other actions undertaken by Toyota Party to correct or remedy any Reimbursement Event that is determined to be attributable to Supplier.

More Definitions of Reimbursement Event

Reimbursement Event has the meaning given in Section 32.5(a) of the Project Agreement.

Reimbursement Event means, the occurrence of any of the following events:

Reimbursement Event means (i) the settlement of any Reimbursement Award that is an RSU, Restricted Share or similar full-value share-based award or (ii) the exercise of any Reimbursement Award that is an Option or SAR.

Reimbursement Event means a failure to consummate the Offer or the Merger as a result of the Financing Condition to the Offer (as defined in Exhibit A hereto) not being satisfied for any reason, and then only if the non-satisfaction of the Financing Condition is not principally the result of a Company Material Adverse Effect. Notwithstanding anything in this Section 9.1 to the contrary, in the event that this Agreement is terminated pursuant to Section 8.1(d), then Parent, Purchaser and Mr. Xxxxxx xxxll be responsible fully for the Costs incurred by them. For purposes of determining the Costs incurred by Parent, Purchaser and Mr. Xxxxxx, "Xosts" shall include (i) the fees and expenses of DLJ and its legal advisors and (ii) the fees and expenses of legal, tax and accounting advisors to the Company, to the extent that their services were provided to assist Mr. Xxxxxx xx the structuring and negotiation of the transactions contemplated by this Agreement.

Reimbursement Event means any of the following events: (i) following receipt of a Notification complying with Section 13.3, the Company declining to make a Firm Offer pursuant to Section 13.4, or (ii) following receipt of an Amendment Notification complying with Section 14.1, the Company declining to approve the required amendment(s) set out therein, or (iii) following receipt of a Waiver Notification complying with Section 14.2, the Company declining to approve the requested action stated therein, or (iv) following the Company's failure to deliver a Bring Down Certificate in compliance with Section 13.4 as a result of an event that constitutes a Material Adverse Effect, Harbinger withdrawing a Notification it has previously made, or (v) following a breach by the Company and/or MSV at any time after the date hereof and prior to the Firm Offer Date, of any representation, warranty, covenant or agreement contained in this Agreement (including, for this purpose, a breach of any representation or warranty contained in this Agreement that would have occurred had such representation or warranty been deemed to continue down to the Firm Offer Date) where (a) such breach constitutes, or results from an event, fact, change or circumstance that constitutes, a Material Adverse Effect, (b) such breach is incapable of being cured, or if capable of being cured without a Legal Proceeding, is not cured within 30 days of notice requiring such breach to be cured being given to the Company and MSV, provided that such breach is cured by the Notification Date (or, if not cured by the Notification Date, reasonable steps have been taken to cure such breach, and such breach is likely to be cured within a 30 day period), or if capable of being cured only through a Legal Proceeding, is not cured within 180 days of notice requiring such breach to be cured being given to the Company and MSV, provided that such breach is cured by the Notification Date and (c) the occurrence of such breach is within the reasonable control of either the Company or MSV, Harbinger determining not to give a Notification or Harbinger withdrawing a Notification it has previously made (unless, in the case of (i) or (ii) the decision of the Company's Board was made as a result of the terms of the Debt Financing being non-compliant pursuant to Section 12.1(d)).

Reimbursement Event means: Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 131 CAN: 26350049.2 BD-#30398459-v2

Reimbursement Event means a failure to consummate the Offer or the Merger as a result of the Financing Condition (as defined above in Section 5) to the Offer not being satisfied for any reason, and then only if the non-satisfaction of the Financing Condition is not principally the result of a Company Material Adverse Effect. Notwithstanding anything in this paragraph to the contrary, in the event that the Merger Agreement is terminated pursuant to paragraph (d) under "-- Termination," then Parent, Purchaser and Mr. Xxxxxx xxxll be responsible fully for the Costs incurred by them. Amendment and Modification. The Merger Agreement provides, subject to applicable law and except as set forth in "-- Procedure for Termination, Amendment, Execution or Waiver," that the Merger Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of the Company's stockholders, by written agreement of the parties hereto, by action taken by their respective managing member, Boards of Directors or the duly authorized designee thereof at any time prior to the Closing Date; provided, however, that after the approval of the Merger Agreement by the stockholders of the Company, no such amendment, modification or supplement shall reduce or change the form of the Merger Consideration.