Major Event. For purposes of this Agreement, a “Major Event” shall be deemed to have occurred if (i) there shall be consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving Company or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving Company immediately after the merger; (ii) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (iii) proceedings or actions for the liquidation or dissolution of the Company are initiated by the Company; or (iv) any “Person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than the Executive or persons who beneficially own more than 25% of the capital stock of the Company on a fully diluted and as converted basis outstanding as of the date hereof) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")), directly or indirectly, of 30% or more of the Company's outstanding capital stock on a fully diluted and as converted basis at such time; provided, however, that a Major Event shall not be deemed to have occurred solely by reason of the consummation of a reverse merger or firmly underwritten Public offering by the Company of common stock registered under the Securities Act of 1933, as amended.
Major Event. If such damage or destruction or Condemnation Proceeding results in any Hotel or Hotels becoming Unsuitable for Its Permitted Use, as reasonably determined by Buyer or Seller, (such damage or Condemnation Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller shall have the right to Terminate this Agreement as to either (a) only the affected Hotel or Hotels; or (b) if three (3) or more Hotels are rendered Unsuitable for Its Permitted Use, as to all Hotels hereunder, in each case by written notice to the other party given no later than ten (10) Business Days after the giving of Seller's notice of such event, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer or Seller to make such election. In the case of a Major Event, and so long as neither party has elected to Terminate this Agreement as to all Hotels, in addition to the foregoing termination right, Seller or Buyer shall have the option to extend the Closing Date for up to ninety (90) days for either (a) all Hotels or (b) solely as to the Hotel(s) affected by the Major Event (to allow Seller to repair/restore the affected Hotel in a manner satisfactory to Buyer) (in which case the Closing for the unaffected Hotels shall proceed as set forth herein, except the Purchase Price shall be reduced by the allocated value of the affected Hotel as set forth on EXHIBIT A-13). To the extent that Buyer or Seller elects to postpone Closing pursuant to the provisions of this Paragraph, Buyer shall have the ability to conduct a limited Due Diligence review (such review shall be limited to the conditions directly related to any restoration and repair of such Hotel) with respect to such affected Hotel up to and including the date that is ten (10) calendar days prior to the extended closing date for such Hotel(s) and Buyer shall have the right to Terminate this Agreement solely as to the Hotel affected by the Major Event only for reasons directly related to any restoration and repair of such Hotel. To the extent that this Agreement is terminated as to an affected Hotel, the Purchase Price shall be reduced by the allocated value of such affected Hotel as set forth on EXHIBIT A-13.
Major Event. If such damage or destruction or Condemnation Proceeding results in the Hotel becoming Unsuitable for Its Permitted Use, as reasonably determined by Buyer or Seller, (such damage or Condemnation Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller shall have the right to Terminate this Agreement by written notice to the other party given no later than ten (10) Business Days after the giving of Seller's notice of such event, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer or Seller to make such election. In the case of a Major Event, and so long as neither party has elected to Terminate this Agreement, in addition to the foregoing termination right, Seller or Buyer shall have the option to extend the Closing Date for up to ninety (90) days for the Hotel (to allow Seller to repair/restore the Hotel in a manner satisfactory to Buyer). To the extent that Buyer or Seller elects to postpone Closing pursuant to the provisions of this Paragraph, Buyer shall have the ability to conduct a limited Due Diligence review (such review shall be limited to the conditions directly related to any restoration and repair of the Hotel) with respect to the Hotel up to and including the date that is ten (10) calendar days prior to the extended closing date for the Hotel and Buyer shall have the right to Terminate this Agreement solely as to the Hotel for reasons directly related to any restoration and repair thereof.
Major Event. Designates an event that exceeds reasonable design and or operational limits of the electric power system. A Major Event includes at least one Major Event Day.
Major Event. If (i) such damage or destruction results in a casualty loss in excess of Two Million and no/100 Dollars ($2,000,000.00) and such damage or destruction is not capable of being substantially cured within three (3) months, in each case as reasonably determined by Partnership, or Partnership elects not to so cure, or (ii) such Condemnation Proceeding would result in the taking of a portion of the Real Property worth in excess of Two Million and no/100 Dollars ($2,000,000.00) and such Condemnation Proceeding is not capable of being dismissed within three (3) months, in each case as reasonably determined by Partnership, or Partnership elects not to contest such Condemnation Proceeding, then Strategic and Partnership shall each have the right to Terminate this Agreement by written notice to the other party given no later than ten (10) Business Days after Partnership gives notice of such event, in which event the Deposit shall be returned to Strategic, provided that the Closing Date shall be extended, if necessary, to provide sufficient time for Strategic to make such election, and provided that in such event in lieu of termination by Strategic or Partnership, Strategic may elect to take subject to such casualty or condemnation and proceed to Closing with the Partnership receiving any insurance or condemnation proceeds, as applicable (“Event Waiver”). The failure by Strategic or Partnership to so elect in writing to Terminate this Agreement within such period shall be deemed an election not to Terminate this Agreement.
Major Event. If such damage or destruction occurring after the Effective Date and prior to the Closing Date results in a casualty loss in excess of Ten Million and no/100 Dollars ($10,000,000.00), as reasonably determined by Existing Members, or if such Condemnation Proceeding would result in the taking of a portion of the Property worth in excess of Ten Million and no/100 Dollars ($10,000,000.00), as reasonably determined by Existing Members, then Investor and Existing Members shall each have the right to Terminate this Agreement by written notice given to Existing Members or Investor, as applicable, given no later than ten (10) Business Days after the giving of Existing Members’ notice of such event, in which event, upon the effective date of such Termination, any Deposit shall be returned to Investor, and the Closing Date shall be extended, if necessary, to provide sufficient time for Investor to make such election within the aforementioned ten (10) Business Day period. The failure by Investor or Existing Members to so elect in writing to Terminate this Agreement within such period shall be deemed an election not to Terminate this Agreement.
Major Event. If the Executive's employment with the Company shall be terminated (x) by the Company as a result of a Major Event (as definite in Section 5(c) below), or (y) by the Executive for Good Reason in connection with a Major Event, then the Company shall:
(i) pay to Executive as severance pay, payable at the time of termination, an amount equal to the sum of (z) any unpaid salary through the effective date of termination, and (w) an amount equal to two and ninety-nine one-hundredths (2.99) multiplied by the Executive's “base amount” (as determined in accordance with Section 28OG of the Internal Revenue Code of 1986 (the "Code")); and
(ii) arrange to provide Executive, for a twelve-month period (or such shorter period as Executive may elect), with disability, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the earlier of a Major Event, if any, or the date of termination to the extent obtainable upon reasonable terms, provided, however, if it is not so obtainable, the Company shall pay to the Executive in cash, the annual amount paid by the Company for such benefits during the previous year of the Executive's employment.
(iii) Notwithstanding the foregoing, the payments made to the Executive pursuant to this Section 5(a) shall be reduced to the extent necessary to prevent such payments from constituting an “excess parachute payment” within the meaning of Section 2800 of the Code, and in the event that such payments are reduced, the Executive shall be permitted to direct the manner in which the payments shall be reduced.
Major Event. If such damage or destruction results in a casualty loss in excess of Five Million and No/100 Dollars ($5,000,000.00), as reasonably determined by Seller, or if such Condemnation Proceeding would result in the taking of a portion of the Property worth in excess of Five Million and No/100 Dollars ($5,000,000.00), then Buyer shall have the right to Terminate this Agreement by written notice to Seller given no later than ten (10) Business Days after the giving of Seller’s notice of such event, in which event any Deposit shall be returned to Buyer, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to so elect in writing to terminate this Agreement within such period shall be deemed an election not to terminate this Agreement.
Major Event. 11.1 The Company has the right, at its reasonable discretion, to determine whether there is any Force Majeure Event, and if such a circumstance exists, the Company undertakes to duly take reasonable measures to notify the Client about it.
11.2 Force Majeure Events include, but are not limited to:
11.2.1 any act, event or occurrence (including, but not limited to, any strike, riot, act of terrorism, war, natural disaster, accident, fire, flood, storm, power outage, malfunction of electronic, communications equipment or in the work of the supplier, civil unrest, actions of state bodies, refusal of the employer to provide work for his subordinates) that, in the reasonable discretion of the Company, do not allow it to properly provide services under this Agreement;
11.2.2 suspension, liquidation or closure of any market or the cancellation or non-occurrence of any event on which the Company's business depends, or the imposition of restrictions or the establishment of special or non-standard trading conditions in any of the above markets or in relation to any of the above events;
11.2.3 loss of a license in any way, as well as liquidation, closing of a broker/dealer on whose trading platform the Company operates, including, but not limited to, closing of the Company's trading accounts due to circumstances beyond the control of the Company;
11.3 If the Company reasonably believes that any circumstance exists, the Company may, without prior notice and at any time, take any of the following measures:
11.3.1 increase the amount of commission; or
11.3.2 suspend or freeze or change the application of any or all of the terms of internal documents to the extent that the above circumstances prevent or make it impossible or impractical for the Company to comply with them; or
11.3.3 take or refrain from taking any other action that the Company reasonably considers appropriate in the circumstances regarding the position of the Company, the Client and other clients.
Major Event. An event at which one or more of the following conditions apply, subject to the qualifications provided in the Policy:
