Fee Payment Event definition

Fee Payment Event has the meaning assigned in Section 8.03(a).
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Fee Payment Event means any of the following events or transactions occurring after the date hereof:
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Examples of Fee Payment Event in a sentence

  • However, the provisions of the Merger Agreement are not at issue in this litigation.establishes a two-tiered scheme of reverse termination fees payable to Shire by AbbVie if the deal were to fall apart under certain enumerated circumstances.First, Section 7.1 provides that “on the occurrence of a Break Fee Payment Event .

  • Company shall pay to Parent upon demand $1.8 million upon the occurrence of a Fee Payment Event (the "Section 5.4 Fee"), payable in same-day funds, as liquidated damages and not as a penalty, if the Section 5.4 Fee is payable pursuant to Section 5.3 to reimburse and compensate Parent for its time, expenses and lost opportunity costs of pursuing the Merger.

  • Company shall pay to Parent upon demand $2.0 million upon the occurrence of a Fee Payment Event (the "Section 5.4 Fee"), payable in same-day funds, as liquidated damages and not as a penalty, if the Section 5.4 Fee is payable pursuant to Section 5.3 to reimburse and compensate Parent for its time, expenses and lost opportunity costs of pursuing the Merger.

  • If the Board of Directors of Company takes any action described in clause (y) or (z) of the preceding sentence or Merger Partner exercises its right to terminate this Agreement under Section 8.1(c) based on the Board of Directors of Company having taken any action described in clause (w) or (x) of the preceding sentence, Company shall, concurrently with the taking of such action or such termination (a "Fee Payment Event"), as applicable, pay to Merger Partner the Section 6.4 Fee (as hereinafter defined).

  • In the event that a Break Fee Payment Event or a Cost Reimbursement Event has occurred, Shire’s right to receive the Break Fee or Costs, as the case may be, will be the sole and exclusive remedy of Shire against AbbVie for any and all losses and damages suffered in connection with the Co-operation Agreement and the transactions and other actions contemplated by the Co-operation Agreement.

  • Over the years HAFED has become one of the leading organizations in the State in the following segments: • Largest Food Grains Procurement agency of the State.

  • A Break Fee Payment Event will also occur in circumstances where either (i) Regulatory Approval is not obtained or (ii) the European Commission initiates Phase 2 European Commission proceedings under the EU Merger Regulation or has referred (or has been deemed to have referred) any part of the Combination to the merger control authority of one or more Member States of the European Union under Article 9 of the EU Merger Regulation and, as a result, the Arrangement is withdrawn or lapses.

  • For more information about what constitutes a Break Fee Payment Event, see the section captioned ‘‘The Arrangement and the Co-operation Agreement—Co-operation Agreement’’ beginning on page 69.

  • On the occurrence of an Inducement Fee Payment Event (as defined in paragraph 1.2 below), you will pay to us by way of compensation, £70,912,554 (exclusive of any amount in respect of VAT and subject to paragraph 2), being one per cent.

  • AbbVie will be required to pay the Break Fee on the occurrence of a Break Fee Payment Event.

Related to Fee Payment Event

  • Payment Event means any of the following:

  • Fee Payment Date (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

  • L/C Fee Payment Date the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Put Event means the occurrence of any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend, in each case without the prior consent of Dealer.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Reduction Event means, in relation to Notes that are Subordinated Notes, that a resolution has been passed at a general meeting of the Issuer’s shareholders in accordance with Danish law to reduce, inter alia and in the order described in Condition 10.3 (Effect), the Outstanding Principal Amounts and any accrued but unpaid interest and following the occurrence of all of the following circumstances:

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Potential Adjustment Event means any of the following:

  • Adjustment Event means each of the following events:

  • Note Payment Date means any date on which principal of or interest on any Note is payable.

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).

  • Distribution Event means, as to each Participant, the earliest of the following events:

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.