Target Release definition

Target Release means the release to be executed by each Subscriber to this Offering in favour of Target as more particularly described in Item 2.2.1 herein.

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Target Release is defined as a release not greater than the maximum numbered release for which there is a development agreement between Nortel and Airvana and specified by Nortel Networks in writing at the time of NORTEL NETWORKS provides a notice pursuant to the terms of Section 9.7 of the Agreement. The mutually agreed planned Customer Ready date for the Target Release must be planned to occur no more than [**] days after the date of notice from NORTEL NETWORKS pursuant to the terms of Section 9.7 of the Agreement After delivery of the complete Design Transfer Documentation associated with the initial and Target Releases and at Nortel's request, Airvana will provide a subsequent update to the documentation associated with Schedule 1 for an additional specified release, limited to releases not greater than the maximum numbered release for which there is a development agreement between Nortel and Airvana, within [**] days of Nortel's request or within [**] days of achieving Customer Ready of the additional specified release, whichever is later. Airvana will be obligated to provide no more than one such update, and the fee to be paid by NORTEL NETWORKS is a one-time fee of $[**]. Nortel shall reimburse Airvana for all its reasonable costs incurred in connection with the preparation of the Design Transfer Documentation at its standard time and materials rates per Appendix A.

Target Release means the release and termination of all guaranties and security interests granted by the Acquired Business in connection with (a) that certain First Lien Credit Agreement, dated as of April 28, 2017, by and among, inter alia, Sequa Mezzanine Holdings L.L.C., Sequa Corporation, Barclays Bank PLC, as administrative agent, and the lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) and (b) that certain Second Lien Credit Agreement, dated as of April 28, 2017, by and among, inter alia, Sequa Mezzanine Holdings L.L.C., Sequa Corporation, Barclays Bank PLC, as administrative agent, and the lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) shall be released .and terminated.

Examples of Target Release in a sentence

• In the event that the First Earn-Out Target Release Notice is not delivered on or prior to the First Target Expiration Date, then the Escrow Agent shall automatically disburse and release the First Level Earn-Out Shares (and any applicable stock power) to Holdco for cancellation.

• In the event that the Second Earn-Out Target Release Notice is not delivered on or prior to the Second Target Expiration Date, then the Escrow Agent shall automatically disburse and release the Second Level Earn-Out Shares (and any applicable stock power) to Holdco for cancellation.

• The Escrow Agent shall disburse and release to Sponsor all First Level Earn-Out Shares (and any applicable stock power), upon receipt of a written notice executed by Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form reasonably acceptable to the Escrow Agent, certifying the achievement of the First Earn-Out Target (the “First Earn-Out Target Release Notice”).

• The Escrow Agent shall disburse and release to Sponsor all Second Level Earn-Out Shares (and any applicable stock power), upon receipt of written notice executed by Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form reasonably acceptable to the Escrow Agent, certifying the achievement of the Second Earn-Out Target (the “Second Earn-Out Target Release Notice”).

• In the event that neither the First Earn-Out Target Release Notice nor the Second Earn-Out Target Release Notice is delivered on or prior to the fifth anniversary of the consummation of the transactions contemplated by the Merger Agreement, then the Escrow Agent shall automatically disburse and release all the Sponsor Earn-Out Escrow Shares (and any applicable stock power) to the Company for cancellation for no consideration.

• In the event that the Second Earn-Out Target Release Notice is not delivered (and the First Earn-Out Target Release Notice has been delivered) on or prior to the fifth anniversary of the consummation of the transactions contemplated by the Merger Agreement, then the Escrow Agent shall automatically disburse and release 50% of the Sponsor Earn-Out Escrow Shares (and any applicable stock power) to the Company for cancellation for no consideration.

• Sponsor shall deliver to the Escrow Agent a written notice executed by Sponsor, in form reasonably acceptable to the Escrow Agent, certifying the achievement of the First Earn-Out Target (the “First Earn-Out Target Release Notice”) and/or the achievement of the Second Earn-Out Target (the “Second Earn-Out Target Release Notice”).

• No later than ten (10) Working Days prior to the MVP Target Release Date, the Combined Authority shall provide to the ▇▇▇▇ Solution Provider the form of End User Terms that the Combined Authority requires to be used on the ▇▇▇▇ Platform.

• Each Releasing Party and each Target Releasing Party acknowledges and intends that this Section 6.9 shall be effective as a bar to each of the Released Claims and Target Release Claims, as applicable.

• No later than eighty (80) Working Days prior to the Full Target Release Date, the Combined Authority shall provider to the ▇▇▇▇ Solution Provider a draft Full Release Protocol, setting out the steps that need to be completed before the Full Release can take place, and allocating responsibilities between the parties.

More Definitions of Target Release

Target Release means the release to be executed by each Investor under this Offering in favour of Target as more particularly described in Item 2.2 – Our Business.

Target Release means the release to be executed by each Subscriber to this Offering in favour of Target as more particularly described under Item 2.5 – Material Agreements of this Offering Memorandum.

Target Release means the release to be executed by each Subscriber to this Offering in favour of Target as more particularly described under Item 2.6 hereof.