Occurrence of Triggering Event Sample Clauses

Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his Base Salary and (ii) earned Bonuses, any vested stock options and any other sums due him.
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Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his then annual Base Salary, (ii) an amount equal to 50% of his then Base Salary in lieu of any Bonuses whether or not earned or to be earned at the time of a Triggering Event, (iii) all stock options granted to Employee, which shall automatically be vested at an exercise price equal to the lowest exercise or purchase price of any then outstanding stock options or warrants to purchase Common Stock issued by Employer, (iv) an amount equal to two times the dollar value of all Benefits to be received by Employee on annual basis, and (v) any other sums due him. Upon the occurrence of a change of Control, Employer shall provide Employee with continued access to his offices and reasonable use of the office and items specified in Exhibit A for a 30 day period.
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Occurrence of Triggering Event. Upon the occurrence of a Triggering Event described in clause (A) or (C) of Section 8(a)(iii) of this Agreement, Executive shall continue to receive from MTLM for two years after such Triggering Event: (i) Base Compensation as provided under Section 3(a) of this Agreement, (ii) an amount equal to Target Bonus and (iii) Welfare Benefits (with the same cost sharing arrangements in effect at the time of such Triggering Event) as provided under Section 4 of this Agreement. The payments described in clauses (i) and (ii) above are subject to applicable withholdings, and are payable in equal periodic installments in accordance with the usual payroll practices of MTLM, but no less frequently than monthly, commencing on the Termination Date. In the event of a Triggering Event, Executive shall receive a pro rata annual bonus for the year of termination based upon actual performance results during such period and payable at time called for under MTLM’s annual bonus program for senior executives. The Welfare Benefits are subject to applicable withholdings to the extent such benefits are taxable benefits. Furthermore, upon the occurrence of a Triggering Event, any unvested stock options or stock grants or any unvested long term incentive plan compensation shall immediately become vested. If this Agreement is terminated as a result of Executive’s death, Executive’s then current spouse and dependent children shall be entitled to continue to participate in the MTLM provided health and medical insurance programs for one year after such death, unless, in each case, such continued participation is prohibited by any applicable laws or would otherwise jeopardize the tax qualified status of any such programs. If MTLM is prohibited by applicable law or would otherwise jeopardize the tax qualified status of any health or medical insurance plan and as a result MTLM terminates coverage, it shall promptly reimburse Executive for the cost of obtaining comparable third party coverage.
Sample 1
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his then annual Base Salary multiplied by the number of years or fractions thereof Employee has been employed by Employer not to exceed three (which for purposes hereof commenced on December 20, 1996), and (ii) an amount equal to one times his then Base Salary in lieu of any Bonuses, whether or not earned or to be earned at the time of a Triggering Event, (iii) all stock options granted to Employee, which shall automatically be vested at an exercise price equal to the lowest exercise or purchase price of any then outstanding stock options or warrants to purchase Common Stock issued by Employer, (iv) an amount equal to three times the dollar value of all Benefits to be received by Employee on annual basis, and (v) any other sums due him. Upon the occurrence of a change of Control, Employer shall provide Employee with continued access to his offices and reasonable use of the office and items specified in Exhibit A for a 30 day period.
Sample 1
Occurrence of Triggering Event. Borrowers acknowledge that a Financial Covenant Triggering Event occurred on February 3, 2005 due to the fact that the sum of Borrowers' Excess Availability plus Qualified Cash on such date was $19,501,897.41, which sum was less than the required amount of $20,000,000. Such Financial Covenant Triggering Event shall be rescinded immediately following Agent's receipt of a Compliance Certificate for the period ending September 30, 2005, provided that such Compliance Certificate evidences Borrowers' compliance with all requirements set forth therein and, provided, further, that no Default or Event of Default has occurred prior to such rescission date.
Sample 1
Occurrence of Triggering Event. In the event of the occurrence of a Triggering Event, Employee shall receive from Employer a lump sum payment equal to two (2) times "Base Compensation" plus the highest Incentive Bonus paid over the previous two (2) years; provided, however, in no event shall such Incentive Bonus be deemed to be less than $155,000 prior to December 31, 1998. In addition to the lump sum severance payment, Employer will continue to provide, at no cost to Employee, for the lesser of (i) two (2) years from the date of termination or (ii) the date on which Employee becomes employed by another party and obtains substantially equivalent coverage through his new employer, the various group health and dental benefits to which Employee is entitled under this Agreement.
Sample 1
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Executive shall receive from MTLM a lump sum payment equal to the Base Compensation provided under Section 3(a) and the minimum annual bonuses provided under Section 3(b)(ii) of this Agreement that otherwise would have been payable to Executive through March 31, 2008 but for the occurrence of a Triggering Event; provided, if he would have earned a bonus in accordance with Section 3(b)(ii) of this Agreement for the fiscal year in which the Triggering Event occurred if Executive had remained employed through the end of the fiscal year, he shall be paid
Sample 1
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Occurrence of Triggering Event. A "Triggering Event" shall be deemed to have occurred upon the receipt by the General Counsel of United of written notice from you, as described in Paragraph 2(b) below (the "Notice"), of the occurrence, without your express written consent, of a United Breach. Notwithstanding any other provision hereof, a Triggering Event shall not be deemed to have occurred if such United Breach is corrected by United within 30 days following the delivery of the Notice.
Sample 1
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from MTLM a lump sum payment equal to the Base Compensation provided under Section 3(a) hereof that otherwise would have been payable to Employee for the Balance of the Term but for the occurrence of a Triggering Event, plus any earned bonuses as set forth in Section 3(b) hereof (determined on a pro rated basis in comparison to Employee's bonus, if any, from the prior year) for the year in which the Triggering Event occurred. Furthermore, any unvested stock options or unvested long term incentive plan compensation shall immediately become vested and be exercisable for the 270 days following the date of the Triggering Event.
Sample 1

Related to Occurrence of Triggering Event

  • Acquiring Person Events; Triggering Events Subject to Sections 23.1 and 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon the occurrence of a Trigger Event, any Rights that are or were acquired or beneficially owned by (1) any Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Triggering Event A "Triggering Event" shall have occurred if the Merger Agreement is terminated and Grantee then or thereafter becomes entitled to receive the Termination Fee pursuant to Section 8.5(b) of the Merger Agreement.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Notice of Termination Events or Unmatured Termination Events A statement of the chief financial officer or chief accounting officer of the Seller setting forth details of any Termination Event or Unmatured Termination Event and the action which the Seller proposes to take with respect thereto.

  • Purchase of Notes upon a Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the 2045 Notes as set forth in Section 4 of the form of security attached hereto as Exhibit A, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s 2045 Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2045 Notes repurchased, plus accrued and unpaid interest, if any, on the 2045 Notes repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the 2045 Notes with a copy to the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the 2045 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

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