Delivery Event Sample Clauses

Delivery Event. Unless the Key Employee shall electively defer such -------------- distribution by written notice to Holding in accordance with the Plan and such conditions as the Board shall impose, upon the occurrence of an event described in Section 8.3 of the Plan, the Key Employee shall receive, without payment, one share of Common Stock in settlement of each share of Deferred Shares that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a Subscription Agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding). The Key Employee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, repurchase rights on the part of Holding and The Clayton & Dubilier Private Equity Fund IV Limited Partnership folloxxxx xxrmination of employment, take-along rights and other legal and contractual restrictions similar to those contained in the Management Stock Subscription Agreements described in the Offering Memorandum.
Sample 1
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Delivery Event. As used herein, the term "Delivery Event" shall mean either of the following: (a) the expiration of ten (10) Business Days after PHCM receives notice that an Event of Default under the Amended Omega Loan Documents has occurred and is continuing, and that Omega intends to demand delivery of the Escrow Documents as to one or more of the Facilities from the Escrow Agent (a "Delivery Event Notice"); or (b) the failure of PHCM to perform when due (after giving effect to any applicable grace or cure period) any obligation under the Amended Omega Loan Documents first arising on or after the filing of a future petition under the Bankruptcy Code for a bankruptcy case in which PHCM is debtor, the performance of which would have been required under 11 U.S.C. ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied, within ten (10) Business Days after the entry of an order of the bankruptcy court in such future bankruptcy case determining that the obligation in question arose post-petition and would have been required to be performed under 11 U.S.C.ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied.
Sample 1
Delivery Event. DB1/63286388.5
Sample 1
Delivery Event. The Board of Holding (the "Board") may permit the Grantee to further defer the distribution of Deferred Shares until such time or times as the Grantee shall elect, in each case on such terms and conditions and subject to such restrictions (including, without limitation, those deemed necessary or appropriate to avoid the constructive receipt of such shares of Common Stock by the Grantee) as the Board may impose from time to time. A deferral opportunity does not have to made available to all grantees, and different terms and conditions may apply with respect to the deferral opportunities made available to different grantees. Unless the Grantee shall electively defer such distribution by written notice to Holding at least 12 months prior to a Delivery Event in accordance with such conditions as the Board of Directors of Holding (the "Board") shall impose, upon the occurrence of a Delivery Event (as defined in Section 5), the Grantee shall receive, without payment, one share of Common Stock in settlement of each Deferred Share that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a subscription agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding) (the "Subscription Agreement"). The Grantee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, take-along rights and other legal and contractual restrictions similar to those contained in the Director Stock Subscription Agreement described in the June 22 Supplement to the Confidential Offering Memorandum dated May 14, 1999, a copy of which has been received by the Grantee, or such other terms and provisions as Holding shall determine.
Sample 1

Related to Delivery Event

  • Recovery Event To the extent of cash proceeds received in connection with a Recovery Event which are in excess of $5,000,000 in the aggregate and which are not applied to repair or replacement costs in accordance with Section 6.6(a)(ii), immediately following the 180th day occurring after the receipt by a Credit Party of such cash proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (v) below).

  • Early Disposition The Employee agrees to notify the Company in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes.

  • Notice of Disposition To the extent that this Option is designated as an Incentive Option, if Shares of Common Stock acquired upon exercise of the Option are disposed of within two years following the date of grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Corporation in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.

  • Event of Loss Grantor shall at its expense promptly repair all repairable damage to any tangible Collateral. In the event that any tangible Collateral is damaged beyond repair, lost, totally destroyed or confiscated (an "Event of Loss") and such Collateral had a value prior to such Event of Loss of $25,000.00 or more, then, on or before the first to occur of (i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days after the date on which either Grantor or MLBFS shall receive any proceeds of insurance on account of such Event of Loss, or any underwriter of insurance on such tangible Collateral shall advise either Grantor or MLBFS that it disclaims liability in respect of such Event of Loss, Grantor shall, at Grantor's option, either replace the Collateral subject to such Event of Loss with comparable Collateral free of all liens other than Permitted Liens (in which event Grantor shall be entitled to utilize the proceeds of insurance on account of such Event of Loss for such purpose, and may retain any excess proceeds of such insurance), or pay to MLBFS on account of the Obligations an amount equal to the actual cash value of such Collateral as determined by either the applicable insurance company's payment (plus any applicable deductible) or, in absence of insurance company payment, as reasonably determined by MLBFS. Notwithstanding the foregoing, if at the time of occurrence of such Event of Loss or any time thereafter prior to replacement or payment, as aforesaid, an Event of Default shall have occurred and be continuing hereunder, then MLBFS may at its sole option, exercisable at any time while such Event of Default shall be continuing, require Grantor to either replace such Collateral or make a payment on account of the Obligations, as aforesaid.

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • No Casualty Event No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

  • Casualty Event Any loss of, or damages to, or any condemnation or other taking of any assets or property of the Companies for which any Company receives insurance proceeds, proceeds of a condemnation award or other compensation.

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • NOTICE OF SALES UPON DISQUALIFYING DISPOSITION The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

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