Material Event. See Section 3(i) hereof.
Material Event. To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Offered Securities as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Shareholder has knowledge of the occurrence of any event relating to such Selling Shareholder as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (except in the case of the Registration Statement), in the light of the circumstances under which they were made not misleading.
Material Event. Each Selling Shareholder agrees to notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Securities as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Shareholder has knowledge of the occurrence of any event relating to such Selling Shareholder as a result of which the Prospectus, the Registration Statement or the ADS Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (except in the case of the Registration Statement), in the light of the circumstances under which they were made not misleading.
Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess of ten percent (10%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases (any such event, a “Material Event”), then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.16; and
Material Event. “Material Event” shall mean an occurrence that affects the Recipient’s strategic direction, mission, business operation, its status as a Certified CDFI or Nonprofit Organization, or its compliance with the terms and conditions of this Assistance Agreement; or as further described in Section 7.8 of this Assistance Agreement.
Material Event. It will provide or cause to be provided to the Administrative Agent (and the Administrative Agent shall promptly distribute the same to the Facility Agents) promptly after the occurrence thereof, notice of any event or condition of which it has knowledge that has had or could reasonably be expected to have a Material Adverse Effect; and
Material Event. If, prior to Closing, any portion of the Property is destroyed or taken under power of eminent domain which event (i) gives Tenant the right to terminate the Tenant Lease or xxxxx rent under the Tenant Lease temporarily or permanently, (ii) results in proceeds from condemnation awards or casualty insurance policies that are insufficient to rebuild the improvements on the Property in the manner which the improvements existed prior to such taking or casualty or (iii) result in a loss of parking at the Property, Purchaser may elect to terminate this Agreement by giving written notice of its election to Seller within ten (10) days after receiving notice from Seller of such destruction or taking. If Purchaser does not give such written notice within such ten (10) day period, this transaction shall be consummated on the date and at the Purchase Price provided for in Section 2, and Seller will assign to Purchaser (i) the insurance proceeds of any insurance policy(ies) payable to Seller and pay to Purchaser the amount of any deductible under Seller’s insurance policy, if any, or (ii) Seller’s portion of any condemnation award. 7.2
Material Event. If, prior to Closing, the number of parking spaces on the Property are materially reduced, or the buildings are damaged and the cost of repair exceeds $2,500,000.00 (as reasonably determined by a nationally-recognized engineer mutually and reasonably acceptable to the parties), or any access point to the Property is rendered completely unusable, or is destroyed or taken under power of eminent domain and the cost or repair exceeds $2,500,000.00 (as reasonably determined by a nationally-recognized engineer mutually and reasonably acceptable to the parties), as a result of casualty or condemnation (a “Material Event”), Purchaser may elect to terminate this Agreement by giving written notice of its election to Seller within seven (7) days after receiving notice of such destruction or taking and a written request from Seller that Purchaser make its election on account of such casualty or condemnation. If Purchaser does not give such written notice within such seven (7) day period, then Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser elects in writing to proceed to Closing within such seven (7) day period, then this transaction shall be consummated on the Closing Date and at the Purchase Price provided for in Section 2, and Seller will assign to Purchaser the physical damage proceeds, as well as any rights to proceeds of rent loss insurance applicable to the period after closing, of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, in both cases, up to the amount of the Purchase Price, and, if an insured casualty, pay or credit to Purchaser the amount of any deductible but not to exceed the amount of the loss.
Material Event. If, prior to Closing, the number of parking spaces on the Property are reduced by fifteen percent (15%) or more, the Improvements are damaged and the cost of repair exceeds $500,000.00 (as determined by Seller and its contractors in consultation with Purchaser) or all access to the Property is rendered completely unusable, or is destroyed or taken under power of eminent domain and the cost or repair exceeds $500,000.00 (as determined by Seller and its contractors in consultation with Purchaser) (a “Material Event”), Purchaser may elect to terminate this Agreement by giving written notice of its election to Seller within seven (7) days after receiving written notice of such destruction or taking from Seller of such Material Event, in which case, that Purchaser timely terminates this Agreement, the Title Company shall promptly return the Deposit to Purchaser and the parties shall have no further liability hereunder except for any Surviving Obligations. If Purchaser does not give such written termination notice within such seven (7) day period, this transaction shall be consummated on the Closing Date and at the Purchase Price provided for in Section 2, and Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, in both cases, up to the amount of the Purchase Price, and, if an insured casualty, pay to Purchaser as a credit to the Purchase Price at Closing the amount of any deductible but not to exceed the amount of the loss.
Material Event. The Company Stockholders agree that, upon receipt of any notice from Parent of the happening of a Material Event, the Company Stockholders will forthwith discontinue disposition of the Registrable Securities pursuant to any Form S-3 described in Section 2 until the Company Stockholders' receipt of copies of supplemented or amended prospectuses prepared by Parent (which Parent will use its commercially reasonable efforts to prepare and file promptly), and, if so directed by Parent, the Company Stockholders will deliver to Parent all copies in their possession, other than permanent file copies then in the Company Stockholders' possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In no event shall Parent delay causing to be effective a supplement or post- effective amendment to any Form S-3 pursuant to Section 2 or the related prospectus, for more than 90 consecutive days or 120 days during any 365 consecutive calendar day period.
