INITIAL EVENT definition

INITIAL EVENT means any of the following events or transactions occurring on or after the date hereof: (1) The Company or any Subsidiary (as defined below), without having received Parent's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined below) with any person (the term "PERSON" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the 1934 Act) o▇▇▇▇ ▇▇▇n Parent or any Parent Subsidiary (as defined below), or the Board of Directors of the Company (the "COMPANY BOARD") shall have recommended that the shareholders of the Company approve or accept any Acquisition Transaction other than the Merger. For purposes of this Agreement: (A) "ACQUISITION TRANSACTION" shall mean (i) a merger or consolidation, or any similar transaction, involving the Company or a Company Subsidiary (other than mergers, consolidations or similar transactions (x) involving solely the Company and/or one or more wholly owned Subsidiaries (as defined below) of the Company or (y) in which the voting securities of the Company outstanding immediately prior thereto continue to represent (by either remaining outstanding or being converted into the voting securities of the surviving entity of any such transaction) at least 50% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after the consummation of such merger, consolidation, or similar transaction, PROVIDED that any such transaction is not entered into in violation of the terms of the Merger Agreement), (ii) a purchase, lease or other acquisition of 25% or more of the assets of the Company or a Company Subsidiary other than transactions in the Company's ordinary course of business (as defined in the Merger Agreement); or (iii) any transaction described in Section 2 (k)(2); (B) "SUBSIDIARY" shall have the meaning set forth in Rule 12b-2 under the 1934 Act; (C) "SIGNIFICANT SUBSIDIARY" shall have the meaning set forth in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"); (D) "COMPANY SUBSIDIARY" shall mean any Significant Subsidiary of the Company; and (E) "GRANTEE SUBSIDIARY" shall mean any Subsidiary of Parent.
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INITIAL EVENT means, in relation to any particular event or transaction:
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Examples of INITIAL EVENT in a sentence

  • EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS ▇▇▇▇ MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE INITIAL EVENT GIVING RISE TO THE CAUSE OF ACTION.

  • EACH PARTY’S LIABILITY WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY.

  • IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 9 EXCEED THE GREATER OF FIVE THOUSAND DOLLARS ($5,000) OR THE AMOUNT OF FEES PAID TO PROVIDER OVER THE TWELVE- MONTH PERIOD PRECEDING THE INITIAL EVENT GIVING RISE TO THE CLAIM.

  • IN NO EVENT SHALL COREUM'S AGGREGATE LIABILITY EXCEED THE AMOUNTS RECEIVED BY COREUM FROM CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE INITIAL EVENT RESULTING IN SUCH CLAIMS.

  • INTERGRAPH’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ▇▇▇▇ SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO INTERGRAPH FOR THE SOFTWARE PRODUCT OR SOFTWARE SUBSCRIPTION AT ISSUE AT THE TIME THE INITIAL EVENT GIVING RISE TO THE CLAIM OCCURS.

  • IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRECEDING THE INITIAL EVENT WHICH GAVE RISE TO THE LIABILITY.

  • Limitation on Liability: THE CUMULATIVE LIABILITY OF CLOUDLINUX TO YOU FOR ALL CLAIMS RELATED TO THE PROGRAMS AND THIS LICENSE AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES (AND NO OTHER FEES) PAID TO CLOUDLINUX FOR THE PROGRAMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO THE CLAIM.

  • EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN TWO (2) YEARS FOLLOWING THE INITIAL EVENT GIVING RISE TO THE CAUSE OF ACTION.

  • HEXAGON’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ▇▇▇▇ SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO HEXAGON FOR THE SOFTWARE PRODUCT OR SOFTWARE SUBSCRIPTION AT ISSUE AT THE TIME THE INITIAL EVENT GIVING RISE TO THE CLAIM OCCURS.

  • HEXAGON’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ▇▇▇▇ SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY USER TO HEXAGON FOR THE SOFTWARE OR SOFTWARE SUBSCRIPTION AT ISSUE AT THE TIME THE INITIAL EVENT GIVING RISE TO THE CLAIM OCCURS.

Related to INITIAL EVENT

  • Special Event means a Tax Event, an Investment Company Event or a Capital Treatment Event.

  • Special Events means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000.

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

  • Material Event or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

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