Break Payment Event definition

Break Payment Event has the meaning given in Clause 11.1;

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Break Payment Event has the meaning given in clause 7.1; Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in London and New York City for normal business; Clearances means any approval, consent, clearance, permission, confirmation, comfort letter and waiver that may need to be obtained and any waiting period that may need to have expired, from or under applicable law, regulations or practices applied by any Relevant Authority (or under any agreement or arrangement to which any Relevant Authority is a party) in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Pre-Conditions or Regulatory Conditions, and any reference to a Clearance having been “satisfied” shall be construed as meaning that the foregoing have been obtained, or, where appropriate, made or expired; Code means the City Code on Takeovers and Mergers; Competing Transaction means an offer, scheme of arrangement, merger, demerger, acquisition or business combination involving Sky, the purpose of which is to acquire all or a majority of the issued and to be issued share capital of Sky or all or a majority of its business and assets, whether implemented in a single transaction or a series of transactions; Conditions means the Regulatory Pre-Conditions and the conditions to implementation of the Acquisition which are set out in Appendices 1 and 2 to the Announcement, and any other conditions as may be required by the Panel or agreed in writing by the parties, with such consequential amendments as may be reasonably necessary as a result of any Agreed Switch or any Permitted Switch; Confidentiality Agreement means the agreement dated 13 December 2016 between the parties to this agreement regulating the disclosure of confidential information between them prior to the date of this agreement; Court means the High Court of Justice of England and Wales; Court Meeting means the meeting or meetings of the Sky Shareholders to be convened by the Court pursuant to Part 26 of the Act for the purpose of considering, and if thought fit approving, the Scheme, including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document; Effective Date means:

Break Payment Event means either party terminates this Agreement pursuant to any of Clauses 13.1.3(h) to 13.1.3(l) (inclusive), other than pursuant to Clause 13.1.3

Examples of Break Payment Event in a sentence

• The parties irrevocably agree, having taken appropriate advice, that the Break Payment constitutes a fair and reasonable amount payable by AB InBev on the occurrence of a Break Payment Event.

• For the avoidance of doubt, if this Agreement is terminated pursuant to clause 13.1, Offeror will remain obliged to pay the Break Payment (plus for the avoidance of doubt, any amount in respect of VAT payable pursuant to clause 12) to the extent that it had become due and payable at or prior to any such termination (subject to the provisions of the Agreement then in force) on the occurrence of the Break Payment Event.

• For the avoidance of doubt, if the Agreement is terminated pursuant to Clause 13.1, Shell will remain obliged to pay the Break Payment to the extent that it had become due and payable at or prior to any such termination (subject to the provisions of this Agreement then in force) on the occurrence of the Break Payment Event (together with any additional amounts in respect of VAT under Clause 11.4).

• For the avoidance of doubt, if this Agreement is terminated pursuant to Clause 14.1, AAM will remain obliged to pay any Break Payment to the extent that it had become due and payable at or prior to any such termination (subject to the provisions of this Agreement then in force) on the occurrence of the Break Payment Event.

• For the avoidance of doubt, if the Agreement is terminated pursuant to Clause 11.1, the Break Payment will be payable if a Break Payment Event has occurred prior to, or occurs simultaneously with, termination of this Agreement.

More Definitions of Break Payment Event

Break Payment Event means a termination of this Agreement pursuant to Clause 3.19 in circumstances where: (a) either of the Bank Consents Conditions has not been satisfied, except where the failure to satisfy the relevant Bank Consents Condition is the direct result of a material breach by a Seller of Clause 3.10 or if such material breach materially contributed to the failure to satisfy the relevant Bank Consents Condition; or (b) the Transaction has become conditional upon the satisfaction or waiver of the Material Adverse Effect Condition in accordance with the Transaction Documents and the Material Adverse Effect Condition has not been satisfied or waived;

Break Payment Event means each of:

Break Payment Event means: (i) on the Regulatory Long Stop Date, any Regulatory Pre-Condition or any Regulatory Condition not having been satisfied or waived by Fox or, if applicable, Bidco; or (ii) on or prior to the Regulatory Long Stop Date, Fox or, if applicable, Bidco having invoked (and been permitted by the Panel to invoke) any Regulatory Pre-Condition or Regulatory Condition so as to cause the Scheme to be withdrawn, or following an Agreed Switch or a Permitted Switch pursuant to clause 6.1(d) in respect of which the Independent Directors have at all times given and not withdrawn the Sky Recommendation, the Offer to lapse; and

Break Payment Event means each of: (i) an AAM Board Recommendation Change Event; (ii) a Regulatory Condition Satisfaction Failure Event; and (iii) an AAM Stockholder Approval Failure Event;