Determination Event definition

Determination Event means the earliest to occur of the following:

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Determination Event means any payment by Starbev to the Investor out of proceeds received from or in connection with (i) Distribution, (ii) Sale, (iii) Refinancing, (iv) Listing of any member of Caspian’s Group and/or (v) a Winding-Up;”

Determination Event means the earliest of (i) the failure of the Indemnifying Party to respond to a Third Party Claim Notice or Claim Notice within the applicable 20-day period, (ii) with respect to any portion of a claim, the failure of the Indemnifying Party to dispute within the applicable 20-day period, its obligation to pay such portion of the claim in its response to a Third Party Claim Notice or Claim Notice, (iii) the written acknowledgment of the Indemnifying Party of its obligation hereunder with respect to such claim or (iv) the decision of an arbitrator pursuant to Section 5.4.9 hereof upholding the obligation of the Indemnifying Party in respect of such claims. "Due Date" shall mean (a) with respect to a Third Party Claim that has been assumed by the Indemnifying Party pursuant to Section 5.4.2 hereof, as and when any sums related to such claim become due and payable, (b) with respect to any Third Party Claim whose defense has not been assumed by the Indemnifying Party, upon written demand by the Indemnitee and (c) with respect to any claim on account of any Indemnifiable Loss which does not result from a Third Party Claim, upon written demand therefor by the Indemnitee; provided, however, that in no event shall the Due -------- ------- Date for any claim occur prior to the Determination Event for such claim.

Examples of Determination Event in a sentence

• After the termination of the Additional Unit Period, if one or more Value Determination Events has not occurred during such period, the sub-class of Class B Units associated with such Value Determination Event shall be automatically cancelled and any holder of such Class B Units shall have no rights or benefits with respect thereto.

• The determination of whether a Valuation Determination Event has occurred shall be made in accordance with Section 2.05(b) of the Investment Agreement.

• If the Managing Member combines (by combination, reverse stock split or otherwise) the outstanding Class A Common Stock into a smaller number of shares of Capital Stock of the Managing Member, then the stated amount of the Total Class A Share Value in the definition of each Value Determination Event shall be proportionately increased.

• If a Skelaxin Adverse Determination Event shall not have occurred on or prior to December 31, 2003, on January 2, 2004, the Acquirors shall pay or cause to be paid to EPI, by electronic funds transfer of immediately available funds to the account of EPI, the additional sum of $25,000,000 in respect of the Skelaxin Assets.

• At such meeting of the Board, Executive shall be provided with a reasonable opportunity, together with Executive’s counsel, to be heard by said Board in connection with the matters underlying the Board Determination Event.

• Following such a meeting, the Company shall be entitled to take the actions applicable to the Determination Event only upon delivery to Executive of a resolution, duly adopted by the affirmative vote of the entire membership of the Board, finding in the Board’s good faith opinion, that the Company is entitled to take such action and detailing the reasons for the determination of the Board in connection with the matters underlying the Board Determination Event (a “Board Determination”).

• Such notice shall provide Executive with adequate detail of the basis for the contemplated Board Determination Event and the circumstances under which it has arisen, in order that Executive may prepare a response to or attempt to cure the same.

• From the Closing through and including the earlier to occur of (x) a Skelaxin Adverse Determination Event or (y) the payment by the Acquirors of the additional Purchase Price in respect of the Skelaxin Assets set forth in Section 4.06, the Acquirors shall not settle or compromise the Patent Litigations, if such settlement or compromise would reasonably be likely to result in a Skelaxin Adverse Determination Event on or before December 31, 2003, without the prior written consent of EPI.

• Tower Owner shall give MetLife not less than ninety (90) days prior written notice of any Final Participation Determination Event pursuant to a Bona Fide Sale of the Tower Property as describe in clause (i) above.

• Upon the occurrence of a Determination Event, as defined in the Certificate of Incorporation attached as Exhibit B to this Agreement, the Company shall pay to MCP in immediately available funds a fee of $1,600,000.

More Definitions of Determination Event

Determination Event means any of the following (it being understood that multiple Determination Events can occur and each such occurrence will trigger a recalculation of the Management Percentage and the Investor Percentage to this Subsection 2.4(b)): (A) P▇▇▇ ▇. ▇▇▇▇▇▇▇ ceasing to be the chief executive officer of the Company, (B) the Company completing the IPO, or (C) any distribution by the Escrow Agent to the Shareholders and/or the Investors of any Additional Warrants pursuant to the Escrow Agreement. The Management Shareholders as a group and P▇▇▇ ▇. ▇▇▇▇▇▇▇ in his capacity as Trustee and on account of his rights under this Section 2.4(b) expressly acknowledge and agree that it is the parties' intention that the power to vote shares of Common Stock held in the Voting Trust not be used to deprive the Investors of their right to prevent the occurrence of certain events or the taking of certain actions pursuant to the required consent provisions of Subsection 6.1 hereof.

Determination Event means, for purposes of determining the Newpark Volume-Weighted Average as such term is used in (i) Section 2.06(a)(v) and Section 2.06(a)(vi), the Closing Date, and (ii) Section 8.05(g), the applicable date any Stock Escrow Shares are to be delivered to Buyer pursuant to Section 8.05(g) and the Stock Escrow Agreement.

Determination Event has the meaning set forth in Section 10.4(d).

Determination Event means the earliest of (i) the failure of the Indemnifying Party to respond to a Third Party Claim Notice or Claim Notice within the applicable 20-day period, (ii) with respect to any portion of a claim, the failure of the Indemnifying Party to dispute within the applicable 20-day period, its obligation to pay such portion of the claim in its response to a Third Party Claim Notice or Claim Notice, (iii) the written acknowledgment of the Indemnifying Party of its

Determination Event will have the meaning attributed to that term in Section 14.1 of this Agreement;

Determination Event means the occurrence of any of the following: