Termination Fee Event definition

Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);

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Termination Fee Event means the termination of this Agreement:

Termination Fee Event has the meaning specified in Section 8.2(2).

Examples of Termination Fee Event in a sentence

• Under no circumstance will the Purchaser or the Company, as applicable, be permitted or entitled to receive both a grant of specific performance and any payment of the Company Termination Fee or Purchaser Termination Fee, as applicable, in connection with termination of this Agreement pursuant to a Company Termination Fee Event or a Purchaser Termination Fee Event, as applicable.

• If an Auxilium Termination Fee Event occurs, Auxilium shall pay to QLT a termination fee of $28.4 million (the "Auxilium Termination Fee") by wire transfer in immediately available funds to an account specified by QLT.

• If a Termination Fee Event occurs in the circumstances set out in Section 8.2(2)(c) [Acquisition Proposal Tail], the Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein.

• Notwithstanding anything to the contrary in this Agreement, in the event of (a) either (i) a Regulatory Termination or (ii) any other termination of this Agreement if, at or prior to such termination, a IPH Termination Fee Event has occurred, then in either case of clause (i) or (ii), IPH shall pay to the Seller the Termination Fee or (b) termination of this Agreement if, at or prior to such termination, a Seller Termination Fee Event has occurred, then Seller shall pay to IPH the Termination Fee.

• Under no circumstance will the Purchaser be permitted or entitled to receive both a grant of specific performance and any payment of the Company Termination Fee in connection with termination of this Agreement pursuant to a Company Termination Fee Event.

More Definitions of Termination Fee Event

Termination Fee Event means any of the following events: (i) a Nomad Acquisition Proposal shall have been made public or proposed publicly to the Company or the Nomad Shareholders after the date hereof and not withdrawn at least ten (10) Business Days prior to the Nomad Meeting, and: (A) either the Company or the Purchaser shall have exercised its respective termination right under Section 6.1(b)(i) [Occurrence of Outside Date] or 6.1(b)(ii) [Failure to Obtain Nomad Shareholder Approval], or the Purchaser shall have exercised its termination right pursuant to Section 6.1(c)(iii) [Breach of Company Representations, Warranties or Covenants] but only, in the case of a termination under Section 6.1(c)(iii), in the event of a termination due to a wilful or intentional breach or fraud by the Company, and (B) the Company shall have (x) completed any Nomad Acquisition Proposal within 12 months after this Agreement is terminated or (y) entered into an Acquisition Agreement in respect of any Nomad Acquisition Proposal or the Nomad Board shall have recommended any Nomad Acquisition Proposal, in each case, within 12 months after this Agreement is terminated, which Nomad Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such 12-month period), provided, however, that for the purposes of this Section 5.4(a)(i) all references to “20%” in the definition of Nomad Acquisition Proposal shall be changed to “50%”; or (ii) this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(i) [Nomad Change of Recommendation]; (iii) this Agreement shall have been terminated by either the Company or the Purchaser pursuant to Section 6.1(b)(ii) [Failure to Obtain Nomad Shareholder Approval], following a Nomad Change of Recommendation; or (iv) this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(ii) [Breach of Company Non-Solicitation Covenants].

Termination Fee Event has the meaning specified in Section 8.2(2). “Termination Notice” has the meaning specified in Section 4.6(3).

Termination Fee Event has the meaning specified in Section 8.2. “TSXV” means the TSX Venture Exchange.

Termination Fee Event means the termination of this Agreement: (a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii); (b) by the Company pursuant to Section 7.2(1)(c)(ii); (c) by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) or Section 7.2(1)(b)(iv) or by the Purchaser pursuant to Section 7.2(1)(d)(i) if: (i) prior to such termination, an Acquisition Proposal is publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser or any of its affiliates) or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to make an Acquisition Proposal; and (ii) within 12 months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated by the Company, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a definitive agreement in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination). For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to 50% or more.

Termination Fee Event means any of the following events: (i) an Acquisition Proposal shall have been made public or proposed publicly to the Company or the Exeter Shareholders after the date hereof and prior to the Expiry Time, and: (A) the Purchaser shall have exercised its termination right under Section 6.1(c)(iv) as a result of the Minimum Tender Condition not being satisfied, and (B) the Company shall have (x) completed any Acquisition Proposal within nine months after this Agreement is terminated or (y) entered into an Acquisition Agreement in respect of any Acquisition Proposal or the Exeter Board shall have recommended any Acquisition Proposal, in each case, within nine months after this Agreement is terminated, which Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such nine-month period), provided, however, that for the purposes of this paragraph 5.2(a)(i) all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; or (ii) this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(i); or (iii) this Agreement shall have been terminated by the Purchaser pursuant to Section 6.1(c)(ii); or (iv) this Agreement shall have been terminated by the Company pursuant to Section 6.1(d)(i).

Termination Fee Event has the meaning set out in Section 19(b);

Termination Fee Event means the termination of the Arrangement Agreement: