Expense Reimbursement Event means that this Agreement shall have --------------------------- been terminated pursuant to Section 8.1(d)(i),(ii), (iii),(iv), (v) or, pursuant ------------------------------------------ to Section 8.1(d)(vi) or Section 8.1(g)(iii) if such termination pursuant to Section 8.1(d)(vi) or Section 8.1(g)(iii) occurs after a breach by the Company of the Merger Agreement, provided, however, that no Expense Reimbursement Event -------- ------- shall be deemed to occur pursuant to Section 8.1(d)(v) unless the shareholders of the Company shall not have approved the transactions contemplated by the Merger Agreement and the Company shall have consummated an Alternative Transaction (as defined in the Merger Agreement) within one year of the termination of this Agreement.
Expense Reimbursement Event has the meaning ascribed thereto in Section 5.2(b);
Expense Reimbursement Event means that this Agreement is terminated --------------------------- (a) pursuant to Section 8.1(d)(i) if the Company had knowledge of the applicable ----------------- breach of a representation or warranty when such representation or warranty was made, (b) pursuant to Section 8.1(d)(ii) in a situation (i) that fundamentally ------------------ affects the viability or the consummation of the transactions contemplated by this Agreement, (ii) in which the Investor would be entitled to terminate this Agreement pursuant to Section 8.1(d)(i) or (iii) that has resulted or is ----------------- reasonably likely to result in a material adverse change or (c) pursuant to Section 8.1(h). --------------
Examples of Expense Reimbursement Event in a sentence
In the case of the occurrence of the Expense Reimbursement Event the Company shall timely reimburse the Purchaser for the Purchaser’s reasonable and documented out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement, including all legal, accounting, taxation, technical and engineering and investment banking fees and disbursements by wire transfer in immediately available fund to an account specified by the Purchaser.
Pursuant to the Amalgamation Agreement, if an Essential Damages Event occurs, provided that no Element Damages Event or Element Expense Reimbursement Event has occurred and is continuing, and the Amalgamation Agreement is terminated pursuant to item (g) under “The Amalgamation Agreement – Termination of the Amalgamation Agreement” below, Element shall pay an expense reimbursement of $2.75 million to Essential as liquidated damages.
In the event of the termination of the Amalgamation Agreement as a result of an Element Expense Reimbursement Event, Essential has agreed to pay to Element an expense reimbursement of $2.75 million.
The Expense Reimbursement Fee shall be paid within two (2) business days following such Expense Reimbursement Event.
Appendix A lists the names of those who filed petitions, oppositions, replies to oppositions, comments, reply comments and ex parte filings.2 Omnibus Budget Reconciliation Act of 1993, Pub.
More Definitions of Expense Reimbursement Event
Expense Reimbursement Event means the event of this Agreement being terminated by the Purchaser pursuant to Section 6.1(c)(v) [Breach of Representations and Warranties] and Section 7.3(b) as a result of actions of the Company.
Expense Reimbursement Event means the occurrence of both of the following events: (a) the termination of this Agreement pursuant to (i) Section 8.02(b)(i) (but only if (x) the condition in Section 7.01(a) has not been satisfied as of the Outside Date, as extended, or (y) the condition in Section 7.03(e) has not been satisfied as of the Outside Date, as extended), (ii) Section 8.02(f), or (iii) Section 8.02(g), except, in the case of (i) and (iii), where the failure of such condition to be satisfied or the Alignvest Change in Recommendation, as applicable, is caused or materially contributed to by a breach of any representations or warranties by Sagicor or a failure by Sagicor to perform any of its obligations under this Agreement, a breach by Sagicor of the condition in Section 7.02(a) or Section 7.02(b), or the occurrence of a Sagicor Material Adverse Effect, and (b) within 12 months following the date of such termination, (i) an Acquisition Proposal is consummated by Alignvest, (ii) Alignvest or one or more of its Subsidiaries, directly or indirectly in one or more transactions, enters into a contract in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), (iii) an Acquisition Proposal is consummated by an Alternative Acquisition Vehicle or (iv) an Alternative Acquisition Vehicle or one or more of its Subsidiaries, directly or indirectly in one or more transactions, enters into a contract in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination) (and provided that, in the case of (iii) or (iv), Alignvest is terminated without completing a qualifying acquisition and, prior to the termination of this Agreement, Alignvest Management Corporation shall enter into an agreement with Sagicor providing and guaranteeing that any such Alternative Acquisition Vehicle will assume Alignvest’s obligations under Section 8.05).
Expense Reimbursement Event means the event of this Agreement being terminated by the Purchaser pursuant to Section 6.1(c)(v) [Breach of Representations and Warranties ] and Section 7.3(b) as a result of actions of the Company.
Expense Reimbursement Event means the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(d) if, prior to any such termination, an Acquisition Proposal shall have been made and not withdrawn.
Expense Reimbursement Event means that this Agreement shall have been terminated pursuant to Section 8.1(d)(i),(ii), (iii),(iv), (v) or, pursuant to Section 8.1(d)(vi) or Section 8.1(g)(iii) if such termination pursuant to Section 8.1(d)(vi) or Section 8.1(g)(iii) occurs after a breach by the Company of the Merger Agreement, provided, however, that no Expense Reimbursement Event shall be deemed to occur pursuant to Section 8.1(d)(v) unless the shareholders of the Company shall not have approved the transactions contemplated by the Merger Agreement and the Company shall have consummated an Alternative Transaction (as defined in the Merger Agreement) within one year of the termination of this Agreement.
Expense Reimbursement Event means the occurrence of both of the following events: (a) the termination of this Agreement pursuant to (i) Section 8.02(b)(i) (but only if (x) the condition in Section 7.01(a) has not been satisfied as of the Outside Date, as extended, or (y) the condition inSection 7.03(e) has not been satisfied as of the Outside Date, as extended), (ii) Section 8.02(f), or (iii) Section 8.02(g), except, in the case of (i) and (iii), where the failure of such condition to be satisfied or the Alignvest Change in Recommendation, as applicable, is caused or materially contributed to by a breach of any representations or warranties by Sagicor or a failure by Sagicor to perform any of its obligations under this Agreement, a breach by Sagicor of the condition in Section 7.02(a) or Section 7.02(b), or the occurrence of a Sagicor Material Adverse Effect, and (b) within 12 months following the date of such termination, (i) an Acquisition Proposal is consummated by Alignvest, (ii) Alignvest or one or more of its Subsidiaries, directly or indirectly in one or more transactions, enters into a contract in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), (iii) an Acquisition Proposal is consummated by an Alternative Acquisition Vehicle or (iv) an Alternative Acquisition Vehicle or one or more of its Subsidiaries, directly or indirectly in one or more transactions, enters into a contract in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination) (and provided that, in the case of (iii) or (iv), Alignvest is terminated without completing a qualifying acquisition and, prior to the termination of this Agreement, Alignvest Management Corporation shall enter into an agreement with Sagicor providing and guaranteeing that any such Alternative Acquisition Vehicle will assume Alignvest’s obligations under Section 8.05).
Expense Reimbursement Event means the termination of the Arrangement Agreement either by the Purchasers or by the REIT pursuant to Section 7.2(1)(b)(iii) of the Arrangement Agreement if the Effective Time does not occur on or prior to the Outside Date (as such date may be extended) as a result of the condition in Section 6.2(4) of Required Lender Consents and Required CMHC Consents not being obtained.