Additional Termination Event Sample Clauses

Additional Termination Event. The Additional Tax Representation proves to have been incorrect or misleading in any material respect with respect to one or more Transactions (each an "Affected Transaction" for the purposes of this Additional Termination Event) when made or repeated or deemed to have been made or repeated. The Affected Party shall be Party A only.

Additional Termination Event. Each of the following shall be an Additional Termination Event with respect to Party B as the sole Affected Party:

Additional Termination Event. The declaration of any Extraordinary Dividend by Issuer during the period from and including the Trade Date to but excluding the final Valuation Date shall constitute an Additional Termination Event with this Transaction as the only “Affected Transaction” and Issuer as the sole “Affected Party”.

Additional Termination Event. Not applicable.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event: (a) The Business Combination fails to close on or before the Outside Date (as defined in the Merger Agreement) (as such Outside Date may be amended or extended from time to time); and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) If the Merger Agreement is not executed by ten business days after the date hereof; and (e) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller to perform any of its obligations contemplated by the Transaction; and (f) Upon the occurrence of and Material Adverse Change of the Counterparty; and (g) The Target has not, prior to the third business day after the date hereof, acknowledged that it has reviewed the terms and conditions of this Confirmation and understands that the company resulting from the consummation of the transactions contemplated by the Merger Agreement will be subject to terms and conditions of the Confirmation and that Seller is entering into the Confirmation in reliance on such acknowledgement. Notwithstanding anything contrary contained herein, if this Transaction terminates due to the occurrence of any of the foregoing Additional Termination Events, then Counterparty shall purchase the Number of Shares from Seller at the Initial Price (against which the Prepayment Amount will be credited) with such Shares being treated as, and deemed to be, redeemed by Counterparty in all material respects including with respect to payment to Seller from the Trust Account, which amounts shall be due and payable immediately following the release of the Trust Account in accordance with the terms of the Trust Account. Subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will accrue or be due under Sections 2, 6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and O...

Additional Termination Event. As set forth in the Agreement, a Trust Wind-Up Event will result in an Additional Termination Event under the Agreement with respect to which Party B shall be the Affected Party and this Transaction shall be an Affected Transaction.

Additional Termination Event. In relation to Section 5(b)(v) of the Agreement and the relevant Additional Termination Event set out in the Schedule to the Agreement, in the case of a redemption in full of the Relevant Notes pursuant to Condition 5.5 of the Terms and Conditions the following provisions apply: (i) the Early Termination Date shall be deemed to occur on the day which is 2 Local Business Days prior to the Termination Date; (ii) notwithstanding Section 6(c)(ii) of the Agreement: (a) Party B shall pay the Party B Final Exchange Amount to Party A and Party A shall pay the Party A Final Exchange Amount to Party B, in each case, on the Termination Date; and (b) Party A shall pay the Party A Floating Amount calculated in respect of the final Party A Calculation Period to Party B on the Termination Date; and (c) Party B shall pay the Party B Floating Amount calculated in respect of the final Party B Calculation Period to Party A on the Termination Date (the amounts referred to in (a), (b) and (c) together being, the "Scheduled Payments"); and (iii) for the purposes of Section 6(e), the Market Quotation in respect of this Terminated Transaction shall be deemed to be the Market Quotation determined in respect of a hypothetical Terminated Transaction having the same terms as this Terminated Transaction but using the anticipated rate of reduction in the Party A Currency Amount and Party B Currency Amount as if paragraph (ii)(a) above did not apply and as if the Termination Date were the Party A Payment Date falling in July 2040 LESS the Market Quotation determined in respect of a hypothetical Terminated Transaction having the same terms as this Terminated Transaction taking paragraph (ii)(a) above and the actual Termination Date as determined above into account.

Additional Termination Event. It shall be an Additional Termination Event if any amendment and/or supplement to any document that pertains to the Form Master Agreement and/or this Transaction is made without the prior written consent of Party A (such consent not to be unreasonably withheld), if such amendment and/or supplement would: (i) adversely affect any of Party A's rights or obligations hereunder and/or under the Form Master Agreement; or (ii) modify the obligations of, or impair the ability of, Party B to fully perform any of Party B's obligations hereunder and/or under the Form Master Agreement. In connection with such Additional Termination Event, Party B shall be the sole Affected Party.

Additional Termination Event. The following shall constitute an Additional Termination Event with respect to Party B: "REDEMPTION AND PREPAYMENT OF THE SERIES 1 CLASS A NOTES. Party B exercises its option to redeem the Series 1 Class A Notes in whole in accordance with the provisions of Condition 5(E) of the Offered Issuer Notes." In connection with this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions.