Topping Fee Event definition

Topping Fee Event means (a) the direct or indirect sale or other disposition by any Stockholder of his or its Shares, (b) a merger or consolidation of the Company or any of its subsidiaries (or similar transaction) with or into another person, (c) a sale or other disposition of all or substantially all of the assets of the Company and/or its subsidiaries (whether in one or more transactions) or (d) any other extraordinary transaction involving the Company or any of its subsidiaries or any of their respective assets, in each case, in which any Stockholder is entitled to receive, cash or non-cash consideration with respect to any of his or its Shares, provided that such sale, other disposition, merger, consolidation or other extraordinary transaction is consummated (or a definitive written agreement with respect thereto is entered into) within twelve (12) months after any Fee Termination Event pursuant to the Merger Agreement; provided further that any of the transactions described in clauses (a) - (d) above that involve Parent or any of its subsidiaries shall not be deemed to constitute a Topping Fee Event.
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Topping Fee Event means (a) direct or indirect sale or other disposition by any Stockholder of his or its Shares, (b) a merger or consolidation of Company or any of its subsidiaries (or similar transaction) with or into another person, (c) a sale or other disposition of all or substantially all of the assets of Company and/or its subsidiaries (whether in one or more transactions) or (d) any other extraordinary transaction involving Company or any of its subsidiaries or any of their respective assets, in each case, in which any Stockholder is entitled to receive, cash or non-cash consideration with respect to any of his or its Shares, provided that such sale, other disposition, merger, consolidation or other extraordinary transaction is consummated (or a definitive written agreement with respect thereto is entered into) within twelve (12) months after any Fee Termination pursuant to the Merger Agreement, provided further that any of the transactions described in clauses (a)-(d) above that involve Parent or any of its subsidiaries shall not be deemed to constitute a Topping Event.
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Topping Fee Event means, (a) a direct or indirect sale or other disposition by Childs or its Affiliates (other than the Company pursuant to an offering of its shares of Company Common Stock) of shares of Company Common Stock, (b) a merger or consolidation of Company or any of its Subsidiaries with or into another Entity, (c) a sale or other disposition of all or substantially all of the assets of Company and its Subsidiaries (whether in one or more transactions) or (d) any other extraordinary transaction involving Company or any of its Subsidiaries or any of their respective assets, in each case in which Childs or any of its Affiliates (other than the Company pursuant to an offering of its shares of Company Common Stock) receives, cash or non- cash consideration with respect to any of its shares of Company Common Stock, provided that such sale, other disposition, merger, consolidation or other extraordinary transaction is consummated (or a definitive written agreement with respect thereto is entered into) within twelve (12) months after the date of this Agreement.
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Examples of Topping Fee Event in a sentence

  • Payment of such Topping Fee to the Securityholders shall be due immediately following the consummation of the related Topping Fee Event and shall be payable in immediately available funds by wire transfer to accounts designated in writing by the Securityholders.

  • For the avoidance of doubt, Topping Fees shall be payable, from time to time, upon the occurrence of each Topping Fee Event.

  • In the event that any Topping Fee Event shall occur, Childs shall pay to the Securityholders any Topping Fee due to the Securityholders in connection with such Topping Fee Event.

  • Payment of such Topping Fee to Parent shall be due immediately following the consummation of the related Topping Fee Event and, if payable in cash, shall be payable in immediately available funds by wire transfer to an account or accounts designated in writing by Parent or, if payable in securities or other property, in a manner designated in writing by Parent.

  • In the event that any Topping Fee Event shall ----------- occur, Childs shall pay to the Securityholders any Topping Fee due to the Securityholders in connection with such Topping Fee Event.

  • In the event that any Topping Fee Event shall occur, the Stockholder shall pay to Parent any Topping Fee due to Parent in connection with such Topping Fee Event.


More Definitions of Topping Fee Event

Topping Fee Event means a transaction not involving Parent, its subsidiaries or affiliates which results in (a) a direct or indirect sale or other disposition by the Stockholder or its affiliates (other than the Company) of shares of Company Stock, (b) a merger or consolidation of the Company or any of its Subsidiaries with or into another Person, (c) a sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries (whether in one or more transactions) or (d) any other extraordinary transaction involving the Company or any of its Subsidiaries or any of their respective assets, in each case in which the Stockholder or any of its affiliates (other than the Company) receives cash or non-cash consideration with respect to any of its shares of Company Stock, provided that such sale, other disposition, merger, consolidation or other extraordinary transaction is consummated (or a definitive written agreement with respect thereto is entered into) within twelve (12) months after the date of this Agreement.
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Topping Fee Event means, (a) a direct or indirect sale or other ----------------- disposition by Childs or its Affiliates (other than the Company pursuant to an offering of its shares of Company Common Stock) of shares of Company Common Stock, (b) a merger or consolidation of Company or any of its Subsidiaries with or into another Entity, (c) a sale or other disposition of all or substantially all of the assets of Company and its Subsidiaries (whether in one or more transactions) or (d) any other extraordinary transaction involving Company or any of its Subsidiaries or any of their respective assets, in each case in which Childs or any of its Affiliates (other than the Company pursuant to an initial public offering of its shares of Company Common Stock) receives, cash or non-cash consideration with respect to any of its shares of Company Common Stock, provided that such sale, other disposition, merger, consolidation or other extraordinary transaction is consummated (or a definitive written agreement with respect thereto is entered into) within twelve (12) months after the date of this Agreement.
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Related to Topping Fee Event

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Tipping Fee ’ means a fee or support price determined by the local authorities or any state agency authorised by the State government to be paid to the concessionaire or operator of waste processing facility or for disposal of residual solid waste at the landfill ;

  • Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses reimbursed to the Adviser under this Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless: