No Vote Termination Fee definition

No Vote Termination Fee means US$10 million.
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No Vote Termination Fee means US$44,000,000.
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No Vote Termination Fee means an amount equal to four million ($4,000,000) dollars in cash, (ii) “Termination Fee” shall mean an amount equal to seventeen million ($17,000,000) dollars in cash and (iii) “Parent Expenses” shall mean all reasonable and documented out-of-pocket third-party expenses, including the reasonable fees and expenses of lawyers, investment bankers or financial advisors, accountants, engineers, experts, advisors and consultants, incurred by Parent, the Equity Sources and their respective Affiliates in connection with this Agreement and the Contemplated Transactions, up to an aggregate maximum amount of six million ($6,000,000) dollars; provided, however, that in no event shall Parent Expenses include any ticking fees, capital commitment fees, advisory fees or investment banking fees payable to Parent, the Equity Sources or any of their respective Affiliates. All payments under this Section 9.03 shall be made by wire transfer of immediately available funds.
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Examples of No Vote Termination Fee in a sentence

  • The Parties also acknowledge and agree that neither the Termination Fee nor the No Vote Termination Fee shall be payable in connection with the termination of the Merger Agreement or any other Transaction Documents hereunder.

  • Rather, it was whether there was any reasonable chance of the Company obtaining such approval, and thus avoiding the give away to Icahn of the $25 million No Vote [Termination Fee].

  • Parent shall pay the Parent No Vote Termination Fee to Company (to an account designated in writing by Company) prior to or concurrently with such termination of this Agreement by Parent pursuant to Section 8.01(b)(iv) or no later than three (3) Business Days after the date of such termination of this Agreement by the Company pursuant to Section 8.01(b)(iv).

  • Under no circumstances will Tudou be entitled to monetary damages in excess of the amount of the No Vote Termination Fee or Youku Termination Fee, as applicable.

  • Any payment of the Parent No Vote Termination Fee, Company Termination Fee or the Reverse Termination Fee shall be made by wire transfer of immediately available funds to an account designated in writing by Parent or the Parent Fee Designee, or the Company, as applicable.

  • Specifically, Plaintiffs allege that the Individual Defendants failed to (i) take meaningful steps to consider whetherstockholders would support the revised terms, and (ii) question their advisors regarding whether the No Vote Termination Fee had any basis in precedent.


More Definitions of No Vote Termination Fee

No Vote Termination Fee means an amount equal to $2,670,000.
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No Vote Termination Fee means an amount equal to $1,776,000.”
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No Vote Termination Fee means an amount equal to $2,000,000.
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Related to No Vote Termination Fee

  • Parent Termination Fee has the meaning set forth in Section 7.3(b).

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

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

  • Termination Fee has the meaning set forth in Section 7.02(a).

  • Reverse Termination Fee has the meaning set forth in Section 7.02(b).

  • Early Termination Fee has the meaning set forth in Section 2.09(b).

  • Advisory Fee shall have the meaning given to it in Section 2.2(f) hereof.

  • Exit Fee shall have the meaning specified in the Fee Letter.

  • Default Fee means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Base Rate.

  • Liquidation Fee With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted pay-off (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout or results from the Special Servicer’s collection and enforcement efforts) from the related Mortgagor, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased or substituted as contemplated by Section 2.03 of this Agreement and/or any Specially Serviced Loan or any REO Property as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such pay-off or proceeds that represents Penalty Charges); provided that, except as contemplated by the following provisos, no Liquidation Fee will be less than $25,000; provided, further, that the Liquidation Fee (which, if payable, shall, prior to the reduction in accordance with this proviso, be at least $25,000) with respect to any related Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 180 days following its receipt of notice or discovery of a Material Breach or Material Document Defect, and (B) clause (v), the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such Mortgage Loan or Serviced Whole Loan within 90 days of when the first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when the first purchase option first becomes exercisable) and (b) the Liquidation Fee with respect to each Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 180 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material Document Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Mortgage Loan or REO Mortgage Loan; provided, further, that if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” regarding the related Mortgagor’s failure to make a Balloon Payment and the related Liquidation Proceeds are received within 90 days following the related maturity date in connection with the full and final pay-off of the related Mortgage Loan or Serviced Whole Loan, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.

  • Initiation fee means a fee charged by us to you in order to create a credit facility for you;

  • Transaction Fee means the fee, in respect of a Sub-Fund, which may be charged for the benefit of the Trustee, the Registrar and/or the Service Agent or the Conversion Agent (as the case may be) to each Participating Dealer on each Dealing Day upon which an Application has been or Applications have been made by the relevant Participating Dealer.

  • Arrangement Fee has the meaning specified in Section 2.05(a).

  • Advisory Fees means financial advisory fees, closing fees, transaction fees, monitoring fees, oversight fees and similar fees, expenses and indemnities payable by the Loan Parties pursuant to the Advisory Agreement, but in the case of any such fees not to exceed the amounts payable in respect thereof under the Advisory Agreement as in effect on the Closing Date.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Accretion Termination Date As defined in the Series Supplement.

  • Acquisition Fee means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Annual Fee has the meaning stated in Section 4.02(a).

  • Prepayment Fee is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

  • Mandatory Guest Fee means any separate fee that a patron or guest is charged for in addition to the base room rate for a guest room, including but not limited to resort fees, facility fees, destination fees, amenity fees, urban destination fees, or any other similar fee. Mandatory Guest Fees do not include employee gratuities, state or local mandatory taxes, and other tax-like fees and assessments that are levied on a stay, as determined by us, that are passed through to a third party (such as tourism public improvement district fees, tourism or improvement assessments, and convention center fees).

  • Servicer Event of Termination One or more of the events described in Section 7.01.

  • Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.

  • Liquidation Fees shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.