Break Fee Event definition

Break Fee Event means an event which shall occur if the board of directors of Forex shall withdraw or modify in a manner adverse to the Offeror its approval or recommendation of the Offer, or approve or recommend any Superior Proposal, or determine that any Acquisition Proposal is a Superior Proposal, or shall fail to reaffirm such approval or recommendation upon the Offeror's request, or take or resolve to take any of the foregoing actions.
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Break Fee Event has the meaning ascribed to it in Section 8.2(b);
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Break Fee Event shall occur if (x) the Board of Directors of the Corporation shall withdraw or modify in a manner adverse to the Offeror its approval or recommendation of the Offer, or approve or recommend any Superior Proposal, or determine at the conclusion of the process set out in Section 3.2 ((k)) and ((l)) that any Acquisition Proposal is a Superior Proposal, or shall fail to reaffirm such approval or recommendation upon the Offeror's request, or take or resolve to take any of the foregoing actions, or (y) an Acquisition Proposal shall have been made directly to the Corporation's shareholders for a consideration exceeding $33.00 prior to the Offeror making the Offer and the Offeror shall decide not to make the Offer and such Acquisition Proposal succeeds.
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Examples of Break Fee Event in a sentence

  • The Imperial Break Fee is a genuine pre-estimate of the loss or damage (including, but not limited to, the incurrence of substantial costs and expenses, lost opportunity costs, business dislocation, reputational harm or adverse market reaction) that may be suffered by DP World as a result of the occurrence of an Imperial Break Fee Event.

  • If, prior to a Break Fee Event, this Agreement is terminated by the Company pursuant to Section 8.2(d)(ii) or Section 8.2(d)(iii) (each, a “Reverse Break Fee Event”) then the Purchaser shall pay or cause to be paid to the Company (by wire transfer in immediately available funds to an account designated to the Company) the Reverse Break Fee within two (2) Business Days of such Reverse Break Fee Event.

  • In the event a Break Fee Event (as defined hereinafter) has occurred, Credit Suisse shall pay a break fee of CHF 100,000,000 to UBS (“Break Fee”) within 20 Trading Days of the date on which the Break Fee becomes payable.

  • If the Purchaser pays to the Company the Reverse Break Fee as a result of the occurrence of the Reverse Break Fee Event then the Company shall have no other remedy with respect to the occurrence of such event (subject to Section 8.2(i) of the Arrangement Agreement); provided, however, that this limitation shall not apply in the event of fraud or willful breach of the Arrangement Agreement by the Purchaser.

  • If a Break Fee Event occurs, the Company shall pay in cash as directed by the Purchaser in writing (by wire transfer of immediately available funds) the Break Fee in accordance with Section 8.3(2).

  • If the Bowater Common Shareholders do not approve the Bowater Resolution at the Bowater Meeting (an "Avenor Break Fee Event"), then Bowater shall pay to Avenor, on the business day following such vote, $70 million in immediately available funds to an account designated by Avenor; provided, however, that (i) the Avenor Common Shareholders have not disapproved the Arrangement and (ii) this Agreement shall not have been duly terminated prior to the occurrence of such Avenor Break Fee Event.

  • For greater certainty, the Parties agree that the terms of Section 9.1(b) apply in the event of a termination of this Agreement in conjunction with a Bowater Break Fee Event, subject to the payment of the amount pursuant to this Article 8 being the sole monetary remedy of Bowater as a result of the occurrence of a Bowater Break Fee Event.

  • Sometimes, this is not a problem, as we will see in later presented themes; enough meetings with the purpose of coordinating team collaboration still exist.

  • If EMC pays the Break Fee as a result of the occurrence of a Break Fee Event, Uranium One has no other remedy for breach of the Combination Agreement by EMC.

  • The payment of the Break Fee will be in lieu of any damages or other payment or remedy to which the Company or the holders of Company Shares might otherwise have been entitled in connection with or as a result of the occurrence of a Break Fee Event.


More Definitions of Break Fee Event

Break Fee Event has the meaning given in paragraph 2.1;
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Break Fee Event has the meaning given to it in Clause 8.1;
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Break Fee Event means any of the events under which EMC is required to pay to Uranium One the Break Fee, as described under the heading "The Combination Agreement and Related Agreements — Break Fees and Reimbursement of Expenses" in this Circular.
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Related to Break Fee Event

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

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.

  • €STR Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent:

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

  • Accretion Termination Date As defined in the Series Supplement.

  • Event Determination Date means either:

  • default value means a value derived from a typical value by the application of pre-determined factors and that may, in circumstances specified in this Directive, be used in place of an actual value;’;

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • SOFR Index Cessation Event means the occurrence of one or more of the following events:

  • Credit Event Net Gain With respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of (a) the related Net Liquidation Proceeds; over (b) the sum of (i) the related Credit Event UPB; (ii) the total amount of prior principal forgiveness modifications, if any, on the related Credit Event Reference Obligation; and (iii) delinquent accrued interest thereon, calculated at the related Current Accrual Rate from the related last paid interest date through the date Freddie Mac determines such Reference Obligation has been reported as a Credit Event Reference Obligation.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Reduction Event means, in relation to Notes that are Subordinated Notes, that a resolution has been passed at a general meeting of the Issuer’s shareholders in accordance with Danish law to reduce, inter alia and in the order described in Condition 10.3 (Effect), the Outstanding Principal Amounts and any accrued but unpaid interest and following the occurrence of all of the following circumstances:

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Fraud Loss Coverage Termination Date The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

  • Credit Event Net Loss With respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of (a) the sum of: (i) the related Credit Event UPB; (ii) the total amount of prior principal forgiveness modifications, if any, on the related Credit Event Reference Obligation; and (iii) delinquent accrued interest thereon, calculated at the related Current Accrual Rate from the related last paid interest date through the date Freddie Mac determines such Reference Obligation has been reported as a Credit Event Reference Obligation, over (b) the related Net Liquidation Proceeds.

  • OBFR Index Cessation Event means the occurrence of one or more of the following events:

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Benchmark Modification or Cessation Event means, in respect of the Benchmark any of the following has occurred or will occur:

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • ECB Recommended Rate Index Cessation Event means the occurrence of one or more of the following events:

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Index Cessation Event means an Index Cessation Event as defined in Supplement number 70 to the 2006 ISDA Definitions, as amended or supplemented from time to time, and, for the purposes of these Conditions and the definition of "Index Cessation Event" therein, the "Applicable Rate" as used therein is six-month Sterling LIBOR;