Company Payment Event means the termination of this Agreement pursuant to:
Company Payment Event means (i) the termination of this Agreement pursuant to 10.01(c)(ii) or Section 10.01(c)(iii) or (ii) the termination of this Agreement pursuant to Section 10.01(b)(i), Section 10.01(b)(iii) or Section 10.01(c)(i), where, prior to such termination, an Acquisition Proposal for the Company or any of its Subsidiaries was made, and within 12 months after the date of such termination, the Company or any of its Subsidiaries consummates, or executes documentation providing for, any Acquisition Proposal.
Company Payment Event means the termination of this Agreement pursuant to (x) Section 9.01(c)(i) or Section 9.01(d)(i) or (y) Section 9.01(b)(i), Section 9.01(b)(iii) or Section 9.01(c)(ii) but in the case of clause (y), only if (A) prior to such termination, an Acquisition Proposal shall have been (i) made to the shareholders of the Company generally, proposed to the Company Board or publicly announced by a Third Party in the case of Section 9.01(b)(i) or Section 9.01(c)(ii) or (ii) made to the shareholders of the Company generally or publicly announced by a Third Party in the case of Section 9.01(b)(iii), and (B) within twelve months following the date of such termination, the Company enters into a definitive agreement with respect to, or consummates, a transaction described in the definition of “Acquisition Proposal” (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Examples of Company Payment Event in a sentence
Two significant reasons have been emphasized by Arel- lano [57] for the frequent use of this methodology in micro econometric empirical analyses.
If, the Company Payment Event is pursuant to clause (x) of the definition thereof, the Company Termination Fee shall be paid simultaneously with the occurrence of such Company Payment Event (and as a condition to the effectiveness of the termination giving rise to such Company Payment Event) or, if the Company Payment Event is pursuant to clauses (y) or (z) of the definition thereof, the Company Termination Fee shall be paid within two Business Days following the consummation of an Acquisition Proposal.
If a Company Payment Event (as hereinafter defined) occurs, the Company shall pay Parent (by wire transfer of immediately available funds) a fee equal to $12,410,000 (the “Company Termination Fee”), less the amount of Parent Expenses previously paid to Parent (if any) pursuant to this Section 11.04(b), it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.
Natrol has agreed that if a Company Payment Event (defined below) occurs and Plethico and Purchaser are not then in material breach of their obligations, Natrol shall pay Plethico a fee of $3,000,000 (the “Termination Fee”).
More Definitions of Company Payment Event
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(c)(i) or Section 10.01(d)(i), (y) Section 10.01(b)(i) or (b)(iii) or (z) Section 10.01(c)(ii) under circumstances in which such breach or failure to perform was intentional and material, but only if in the case of clauses (y) and (z) (A) prior to such termination, an Acquisition Proposal shall have been made to the Company or shall have otherwise been publicly disclosed or proposed by a Third Party, and (B) within eighteen (18) months following the date of such termination the Company enters into a definitive Agreement with respect to a transaction described in the definition of “Acquisition Proposal” or recommends or submits an Acquisition Proposal to its stockholders, or a transaction in respect of an Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(d)(i), (y) Section 10.01(c)(i) or (z) Section 10.01(b)(i), Section 10.01(b)(iii) or Section 10.01(c)(ii) but only if in the case of clause (z) (A) prior to such termination, an Acquisition Proposal shall have been made to the shareholders of the Company generally or shall have otherwise been publicly disclosed or proposed by a Third Party, and (B) within 12 months following the date of such termination, the Company enters into a written agreement in respect of, or consummates a transaction described in the definition of “Acquisition Proposal” (provided, that for purposes of this definition only, all references to 20% in the definition of “Acquisition Proposal” shall be deemed instead to be “50%”).
Company Payment Event means any of (x) the termination of this Agreement pursuant to any of clause (B) of Section 10.01(c)(ii) or Section 10.01(d)(ii), (y) the termination of this Agreement pursuant to clause (A) of Section 10.01(c)(ii) if such withdrawal, modification or change in the Board of Directors of the Company's recommendation is made after an Acquisition Proposal is publicly announced or communicated to the Board of Directors of the Company (or any committee thereof) or (z) an Acquisition Proposal shall have been made to the Company or shall have been made directly to the Company's stockholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company and thereafter (A) the Company's stockholders do not approve and adopt this Agreement at the Company Stockholder Meeting, (B) this Agreement is terminated by either the Company or Parent and (C) such Acquisition Proposal is consummated within one (1) year of such termination.
Company Payment Event means the termination of this Agreement pursuant to (x) Section 10.01(c)(i) or Section 10.01(d)(i) or (y) Section 10.01(b)(i), Section 10.01(b)(iii) or Section 10.01(c)(ii), but only if in the case of clause (y) (A) prior to such termination, an Acquisition Proposal shall have been communicated to the Company Board (whether or not publicly disclosed) or made to the shareholders of the Company generally or shall have otherwise been publicly disclosed or proposed by a Third Party, and (B) within 12 months following the date of such termination, the Company Board recommends that the shareholders of the Company approve or adopt any Acquisition Proposal or the Company or any of its Subsidiaries enters into an agreement with respect to any Acquisition Proposal.
Company Payment Event means (I) the termination of this Agreement pursuant to Section 10.01(d)(ii) or (II) the termination of this Agreement by either Parent or the Company pursuant to Section 10.01(b)(i) if all of the conditions set forth in Section 9.01 and Section 9.02(a) have been or are capable of being satisfied at the time of such termination.
Company Payment Event means (i) the termination of this Agreement pursuant to Section 10.01(d)(i), (ii) the termination of this Agreement pursuant to Section 10.01(c)(i), 10.01(c)(ii), 10.01(c)(iv) or 10.01(c)(v), or (iii) the termination of this Agreement pursuant to Section 10.01(b)(i) or 10.01(b)(iii) but, in the case of this clause (iii), only if and when (A) prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or the End Date (in the case of a termination pursuant to Section 10.01(b)(i)), an Acquisition Proposal shall have been made by a Third Party, and (B) within 12 months following the date of such termination the Company enters into an agreement providing for an Acquisition Proposal which Acquisition Proposal is subsequently consummated or an Acquisition Proposal is subsequently consummated. For purposes of this definition of "Company Payment Event," all references to "15%" in the definition of "Acquisition Proposal" shall be deemed references to 50%.
Company Payment Event means (A) the termination of this Agreement pursuant to Section 10.01(c)(ii), Section 10.01(c)(iii) or Section 10.01(c)(iv)(B), or (B) the termination of this Agreement pursuant to either Section 10.01(b)(i) or Section 10.01(b)(iii)(B), and before that termination any Third Party shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal (which, (x) in the case of a termination pursuant to Section 10.01(b)(i), shall not have been publicly and unconditionally withdrawn before such termination, and, (y) in the case of a termination pursuant to Section 10.01(b)(iii)(B), shall not have been publicly and unconditionally withdrawn before the date that is two weeks before the date upon which the stockholders of the Company shall have voted on the adoption of this Agreement at the Company Stockholder Meeting (including any adjournment or postponement thereof), but the Company Stockholder Approval shall not have been obtained) and concurrently with or within 9 months after that termination, a Third Party Acquisition Event occurs.