Exercise Event definition

Exercise Event shall have the meaning ascribed to such term in Section 2(c).

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Exercise Event shall occur for purposes of this Agreement upon the occurrence of any event or circumstance which, pursuant to the terms of Section 8.05(c) of the Merger Agreement, entitles IVAX to the payment by Bergen of the amount specified therein.

Exercise Event means the occurrence of any of (i) a Parent Triggering Event (as such term is defined in the Merger Agreement), (ii) (A) the public announcement of an acquisition or purchase by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 30% beneficial ownership interest in the total outstanding voting securities of Parent or any of its subsidiaries; or (B) the public announcement or commencement of any tender offer or exchange offer that if consummated would result in any person or "group" beneficially owning 30% or more of the total outstanding voting securities of Parent or any of its subsidiaries.

Examples of Exercise Event in a sentence

• In the event that no Exercise Event shall occur prior to termination of the Option, such Exercise Notice shall be void and of no further force and effect.

• The Company will from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable upon exercise of a Warrant pursuant to an Automatic Exercise Event is at all times equal to or less than the Exercise Price then in effect.

• As soon as practicable after an Automatic Exercise Event, the Company shall deliver a notice of such Automatic Exercise Event to each of the holders of the Warrants.

• The Company will not close its books against the transfer of a Warrant or of any Warrant Shares in any manner which interferes with the exercise of a Warrant pursuant to an Automatic Exercise Event.

• Unless such transaction shall have been an Automatic Exercise Event, concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger, if other than the Company, or the person to which such transfer, sale or lease shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section.

More Definitions of Exercise Event

Exercise Event means any of the events giving rise to the obligation of the Company to pay the $50 million fee under Section 9.5 of the Merger Agreement.

Exercise Event means any event as a result of which Parent is unconditionally entitled to receive a termination fee pursuant to Section 8.5(b) of the Merger Agreement. Notwithstanding the termination of the Option, Parent shall be entitled to purchase the Shares with respect to which it has exercised the Option in accordance with the terms hereof prior to the termination of the Option.

Exercise Event means (i) any of the events giving rise to the obligation of the Company to pay the $103,000,000 fee under Section 8.5(a) of the Merger Agreement or (ii) the event giving rise to the obligation to pay the $56,650,000 fee under Section 8.5(a) of the Merger Agreement after an event giving rise to the obligation to pay the $46,350,000 fee under Section 8.5(a) of the Merger Agreement has already occurred.

Exercise Event shall occur for purposes of this Agreement upon the occurrence of any event or circumstance which obligates the Grantor, or, in the case of Section 9.05(b)(ii) of the Merger Agreement, may obligate the Grantor in the event a Competing Transaction is consummated within the 12-month period referred to therein, to pay to the Grantee any amount specified pursuant to Section 9.05 of the Merger Agreement.

Exercise Event means any of the events giving rise to the obligation of the Company to pay the Termination Fee under Section 9.3 of the Merger Agreement.

Exercise Event means the earliest to occur of (i) the completion of an underwritten public offering of Capital Stock of the Company, (ii) a class of equity securities of the Company is listed on a national securities exchange or authorized for quotation on the Nasdaq National Market or is otherwise subject to registration under the Exchange Act, or (iii) the Separation Date.

Exercise Event means, with respect to each Warrant, the date of the earliest of: (1) the seventh day prior to the occurrence of a Change of Control, (2) the consummation of a Public Equity Offering, (3) 90 days prior to May 15, 2006 (unless extended pursuant to Section 2.05 hereof) and (4) the seventh day prior to Tag-Along Event.