Drop Dead definition

Drop Dead. Date. In the event that (x) the Listco IPO is not completed by December 31, 2004, or (y) any entity in the China Netcom Group (including China Network Communications Group Corporation and its subsidiaries) other than a subsidiary of CNC (BVI) (such entity, an "Other IPO Subsidiary") conducts an initial public offering prior to completion of the Listco IPO, the Fund will have the right, exercisable by written notice to CNC (BVI) and CNC (HK), to require CNC (BVI) to return or re-issue the 30,967,127 Preferred Shares and 6,400,000 Common Shares constituting the CNC (HK) Interest to the Fund in exchange for the Pre-IPO Listco Shares then held by the Fund, and CNC (HK) shall take all steps necessary to effect the return of the CNC (HK) Interest in the manner described in this Section 8.1; provided that the number of Common Shares into which the Preferred Shares will be convertible at the time of any such return or re-issuance (i) shall be (A) adjusted in accordance with the terms of the Preferred Shares, as if the Preferred Shares had been continuously outstanding at all times from the date of this Agreement until the date of such return or re-issuance and (B) adjusted appropriately to take into account any conversion of the Preferred Shares prior to any such re-issuance, and (ii) shall in any event represent not less than the percentage of pre-IPO Listco Shares determined in accordance with Section 1.1(b)(i). Immediately upon delivery of such notice, (i) all of the Fund's rights under the Investor Rights Agreement, the Registration Rights Agreement, the Memorandum and Articles of Association of CNC (HK) as in effect on the date hereof, the Ancillary Agreements and all other agreements and corporate documents under which the Fund had any rights immediately prior to the date hereof shall be restored in full, (ii) if any or all of the Preferred Shares have been cancelled, converted or modified in any way, they shall be re-authorized, reissued and otherwise reinstated such that they are identical in all respects to the Series A Preferred Shares existing immediately prior to the execution of this Agreement, (iii) CNC (BVI) shall return to the Fund, and CNC (HK) shall procure the return to the Fund of, the certificates representing the Preferred Shares and the Common Shares, and (iv) CNC (BVI) and CNC (HK) shall take all further actions reasonably requested by the Fund in order to ensure that the Fund and CNET will have substantially the same rights and interests i...

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Drop Dead. DATE. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate in the event that Closing has not occurred on or before May 1, 1996 (the "Drop Dead Date"); provided, however, that the parties shall extend the Drop Dead Date for a reasonable period of time if THC is then involved in litigation or other proceedings with respect to obtaining the Certificate of Need Letter or the Licensure Letter or if THC otherwise is actively engaged in the Certificate of Need or licensure approval process; and provided further that the Drop Dead Date may, in any event, be extended by mutual agreement.

Drop Dead. “Junk,” or

Examples of Drop Dead in a sentence

• Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.

• Buyer may, without liability to Buyer, terminate this Agreement by notice to Seller (i) at any time prior to the Closing if material default shall be made by Seller in the observance or in the due and timely performance of any of the terms hereof to be performed by Seller that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.2 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.

• The Merger shall become effective upon the filing of the Certificate of Merger or at such other time (on or before the Drop Dead Date) as is agreed in writing by the Parties hereto and specified in the Certificate of Merger.

• Such fee is payable upon presentment of an invoice from the Liquidity Provider on the earlier of the Drop Dead Date and the Effective Date.

• Seller may, without liability to Seller, terminate this Agreement by notice to Buyer (i) at any time prior to the Closing if material default shall be made by Buyer in the observance or in the due and timely performance of any of the terms hereof to be performed by Buyer that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.1 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.

• Notwithstanding anything to the contrary in this Agreement, if any Party brings an Action to enforce specifically the terms of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement), the Drop Dead Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such Action or (ii) such other time period established by the court presiding over such Action.

• For the avoidance of doubt, the following are available in High Definition: (a) First Run Features, (b) The Hatfields and the McCoys, (c) Justified, (d) ▇▇▇▇▇▇ and ▇▇▇▇▇ and (e) Drop Dead Diva.

• Payment of the Executive's Closing Bonus will be made as soon as practicable (but in no event more than thirty (30) days) after the Closing Date or, if the Closing Date has not occurred as of the Drop Dead Date, as soon as practicable (but in no event more than thirty (30) days) after the Drop Dead Date.

• This Agreement may be terminated at any time prior to the Closing by Buyer by written notice to Seller if neither Buyer nor CNOTP is then in material breach of any provision of this Agreement and there has been a material breach or failure to perform any covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Articles X or XI and such breach, inaccuracy or failure cannot be cured by Seller by the Drop Dead Date.

• The Company and each of its Subsidiaries, as applicable, have complied with, and are now in compliance with, all Orders to which it is subject to or bound, except as would not, individually or in the aggregate, reasonably be expected to have (x) a Company Material Adverse Effect or (y) a material adverse effect on the ability of the Company to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Drop Dead Date.

More Definitions of Drop Dead

Drop Dead. Date. Notwithstanding anything to the contrary contained in the Purchase Agreement, in the event that the Closing Date does not occur on or before September 1, 1999, the transaction will be terminated pursuant to the terms of Section 14. (c)