Parent Payment Event definition

Parent Payment Event means the termination of this Agreement pursuant to (x)Section 10.01(d)(ii) or (y) Section 10.01(d)(iii).
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Parent Payment Event means (a) the termination of this Agreement pursuant to §8(b)(iv) or §8(b)(v), or (b) Sellers consummate, publicly announce, or execute documentation providing for any Acquisition Proposal; provided that such consummation, announcement or execution occurs prior to the 18 month anniversary of the date of the termination of this Agreement pursuant to §8(b)(ii) or §8(b)(iii)(B).
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Parent Payment Event means the termination of this Agreement (i) by Parent or the Company pursuant to Section 11.01(c) or (ii) by the Company pursuant to Section 11.01(b) if the inability to close results from the failure of the conditions set forth in clause (a) of Annex I hereto, provided, however, that, in each case, such termination results from any laws, regulation, judgment, injunction, order or decree with respect to any antitrust, competition or trade regulation laws that may be asserted by any governmental entity with respect to the Offer, the Exchange Offer or the Merger. ARTICLE 12
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Examples of Parent Payment Event in a sentence

  • If a Parent Payment Event (defined below) occurs, Parent shall pay to the Company a fee of $70 million simultaneously with the occurrence of such Parent Payment Event.

  • In the event of a Parent Payment Event, the Company shall reimburse Parent for the Reimbursement Amount, subject to the Cap (the “ Reimbursement Payment”), in immediately available funds within seven Business Days following the Company’s receipt of invoices or written documentation supporting Parent’s request for a Reimbursement Payment.

  • The Claimant seeks payment for this variation in the sum of $10,377.79 excluding GST.


More Definitions of Parent Payment Event

Parent Payment Event means the termination of this Agreement pursuant to Sections 10.01(d)(iii) where, prior to such termination, a Takeover Proposal was made, and within 12 months after the date of such termination, the Parent or any of its Subsidiaries consummates, or executes documentation providing for, such Takeover Proposal that was made prior to the termination of this Agreement. "Takeover Proposal" means any inquiry, offer or proposal for any of the following transactions that was made subsequent to the date of this Agreement: (A) a merger, consolidation or business combination or similar transaction involving Parent pursuant to which the stockholders of Parent immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, or (B) a sale or other disposition by Parent of assets representing in excess of 50% of the aggregate fair market value of Parent's business immediately prior to such sale, or (C) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Parent.
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Parent Payment Event means (i) the termination of this Agreement pursuant to Section 10.01(b)(i) if all of the conditions to Closing set forth in Sections 9.01 and 9.02 were satisfied at the End Date or (ii) the termination of this Agreement pursuant to Section 10.01(d)(ii) at a time when Parent is not entitled to deliver a termination notice pursuant to Section 10.1(c)(iii).The Company agrees that (i) to the extent it has incurred losses or damages in connection with this Agreement (including as a result of a failure by Parent or Merger Subsidiary to effect the Merger), the Company's sole and exclusive remedy against Parent, Merger Subsidiary, the Guarantor and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employee, agents, affiliates, members, managers, general or limited partners or assignees (the "PARENT PARTIES") for any breach, loss or damage shall be to receive payment of the Parent Termination Fee to the extent provided in
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Parent Payment Event means the termination of this Agreement pursuant to Section 10.01(c), 10.01(b)(i), 10.01(b)(iii) or 10.01(e), provided that in the case of a termination pursuant to Section 10.01(b)(i) or 10.01(b)(iii), no Parent Payment Event shall be deemed to have occurred unless (x) prior to such termination an Acquisition Proposal shall have been publicly announced and not withdrawn and (y) within 12 months following the date of such termination, the Company enters into a definitive agreement with respect to, or consummates, an Alternative Transaction.
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Parent Payment Event means the termination of this Agreement (i) by Parent or the Company pursuant to SECTION 11.01(c) or (ii) by the Company pursuant to Section 11.01(b) if the inability to close results from the failure of the conditions set forth in clause (a) of Annex I hereto, PROVIDED, HOWEVER, that, in each case, such termination results from any laws, regulation, judgment, injunction, order or decree with respect to any antitrust, competition or trade regulation laws that may be asserted by any governmental entity with respect to the Offer, the Exchange Offer or the Merger.
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Related to Parent Payment Event

  • Payment Event means any of the following:

  • 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.

  • 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.

  • Potential Adjustment Event means any of the following:

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

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

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

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

  • Adjustment Event means each of the following events:

  • 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:

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

  • 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:

  • Cash Settlement Payment Date means in relation to a Series of Notes, the date specified as such or otherwise determined as provided in the relevant Final Terms.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Next Payment Date means each date on which the next scheduled payment under any Transaction is due to be paid.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

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

  • Basic Rent Payment Date means the Delivery Date, and the numerically corresponding day in each calendar month thereafter during the Term, and if such day is not a Business Day, then the immediately preceding calendar day which is a Business Day.

  • 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).

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Change of Control Redemption Premium means 125%.

  • Rent Payment Date means each date on which an installment of rent is due and payable pursuant to Section 5(a) hereof.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;