Key Employee Event Clause Samples

Key Employee Event. The occurrence of any event or transaction as a result of which [***] and any one (1) or more other Key Employees shall for any reason to cease to be actively engaged in the day-to-day management of the Company and are not replaced within one hundred and twenty (120) days of such occurrence with replacements suitable to the Required Lenders in their commercially reasonable judgment; provided, that for the avoidance of doubt, for the purposes of Sections 3.2 and 3.3 only, no “Default” shall be deemed to have occurred during the foregoing one hundred and twenty (120) day period during which the Company has the ability to replace a Key Employee; provided, further that upon the approval of a replacement for any Key Employee suitable to the Required Lenders in their commercially reasonable judgment, such replacement shall be considered a “Key Employee”, and the departing Key Employee shall no longer be considered a “Key Employee”, for purposes of this Section 7.1(u); or

Key Employee Event. The occurrence of any Key Employee Event; or

Key Employee Event. The occurrence of any event or transaction as a result of which ▇▇▇▇▇ ▇▇▇▇▇▇ and any one (1) other Key Employee shall for any reason to cease to either be actively engaged in the day-to-day management of the Company or hold the title of “director” of the Company and are not replaced within ninetyone hundred twenty (90120) days of such occurrence with replacements suitable to the Administrative Agent in its commercially reasonable judgment; provided, that for the avoidance of doubt, for the purposes of Sections 3.2 and 3.3 only, no “Default” shall be deemed to have occurred during the foregoing ninetyone hundred twenty (90120) day period during which the Company has the ability to replace a Key Employee; provided, further that upon the approval of a replacement for any Key Employee suitable to the Administrative Agent in its commercially reasonable judgment, such replacement shall be considered a “Key Employee” and the departing Key Employee shall no longer be considered a “Key Employee” for purposes of this Section 7.1(v); THEN, (a) upon the occurrence of any Event of Default described in Sections 7.1(g), 7.1(h) or 7.1(j), automatically, and (b) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Required Lenders, upon written notice to the BorrowerBorrowers , the Servicer and the Backup Servicer by the Administrative Agent, (x) the Revolving Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party and Guarantor: (1) the unpaid principal amount of and accrued interest on the Loans and (2) all other Obligations (other than contingent indemnification obligations for which no claim, demand or notice has been made), including without limitation any accrued Unused Line of Credit Fees; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents. In addition, the Administrative Agent may exercise on behalf of itself and the other Secured Parties all rights and remedies available to it and the other Secured Parties under the Credit Documents or applicable law or equity when any such Event of Default has occurred and is continuing. Notwithstanding anything in this Agreement or any other C...