Break-Up Amount definition

Break-Up Amount means an amount in cash equal to $300,000,000.
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Break-Up Amount means (a) for the period beginning on the termination date of the Merger Agreement through the second anniversary thereof, an amount, not to exceed Twenty Five Million Dollars ($25,000,000), equal to fifty percent (50%) of the aggregate amount of funds released to the Selling Parties from the escrows established under the Escrow Agreements; and (b) for the period after the second anniversary of the termination date of the Merger Agreement, Twenty Five Million Dollars ($25,000,000), less fifty percent (50%) of any amounts released from such escrows to the Morgans Parties, in each case, exclusive of any interest or other investment income earned thereon from and after May 11, 2006.
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Break-Up Amount has the meaning set forth in Section 10(c) below.
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Examples of Break-Up Amount in a sentence

  • In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any reduction amount in respect of any Termination Amount or Break-Up Amount required to be included in the IDR Amendment under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid.

  • The payment or deposit into escrow of the Break-Up Amount pursuant to this Section 7.3(a) shall be made by Crown promptly after receipt of notice from Global that the Escrow Agreement has been executed by the parties thereto.

  • The Escrow Agreement shall also provide that Global shall bear all costs and expenses under the Escrow Agreement and that any portion of the Break-Up Amount held in escrow for ten (10) years shall be released by the escrow agent to Crown.

  • The escrow agreement shall also provide that any portion of the Break-Up Amount held in escrow for five years shall be released by the escrow agent to the Payor.

  • The payment or deposit into escrow of the Break-Up Amount pursuant to this Section 7.6(a) shall be made at the time the Payor is obligated to pay the Payee such amount pursuant to Section 7.2(b) or Section 7.2(c), as applicable, by wire transfer of immediately available funds.

  • In the event that after DLJMB has paid Morgans the Break-Up Amount all or any portion of the Escrow Deposits are returned or credited to the Morgans Parties, then Morgans shall promptly repay to DLJMB (i) half of such returned or credited amount and (ii) a pro rata portion of the amount of interest it received from DLJMB on the Break-Up Amount calculated based on the proportion such returned or credited amount bears to the entire Break-Up Amount.

  • To secure the Payor's obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Break-Up Amount with an escrow agent selected by the Payor and on such customary terms (subject to Section 7.6(b)) as shall be reasonably acceptable to each of AMLI, Purchaser and the escrow agent, provided that in the case where the Payor is AMLI and the Payee is Purchaser, the payment or deposit into escrow shall be at Purchaser's option.

  • The Payor agrees to amend this Section 7.6 at the reasonable request of the Payee in order to (x) maximize the portion of the Break-Up Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve the Payee's chances of securing a favorable ruling described in this Section 7.6(b) or (z) assist the Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 7.6(b).

  • The Payor agrees to amend this Section 7.6 at the reasonable request of the Payee in order to (x) maximize the portion of the Break-Up Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve the Payee’s chances of securing a favorable ruling described in this Section 7.6(b) or (z) assist the Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 7.6(b).

  • To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Break-Up Amount with an escrow agent selected by the Payor and on such customary terms (subject to Section 7.6(b)) as shall be reasonably acceptable to each of AMLI, Purchaser and the escrow agent, provided that in the case where the Payor is AMLI and the Payee is Purchaser, the payment or deposit into escrow shall be at Purchaser’s option.