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, 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. Additionally, in the event that this Agreement terminates because (i) either party has provided a notice of non-renewal under Section 2 to preclude the automatic annual extension of this Agreement and this Agreement so expires at the end of the Employment Period; or (ii) MTLM terminates the Employee's employment for reasons other than Cause, (iii) Employee terminates this Agreement for Good Reason, or (iv) this Agreement is terminated as a result of Employee's permanent disability (as provided in Section 5), then in any such case, Employee shall, at no cost to Employee, be entitled to continue to participate in the MTLM provided health and medical insurance programs for a period of five (5) years from the date of termination, unless, (y) such continued participation is prohibited by any applicable laws or would otherwise jeopardize the tax qualified status of any such programs; or (z) Employee, either directly or indirectly, engages in an activity that would violate Section 9 hereof, if conducted during a Non-Competition Period. If, however, 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 terminates coverage, it shall reimburse Employee for the cost of obtaining comparable third party coverage, subject to the restrictions in clause (z) above.
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. 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 (i) MTLM terminates Executive's employment for Cause, (ii) Executive terminates this Agreement without Good Reason, or (iii) this Agreement is terminated as a result of Executive's death, Executive shall, at no cost to Executive, be entitled to continue to participate in the MTLM-provided health and medical insurance programs until March 31, 2008, provided, however, that, 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. 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
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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
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

Related to Occurrence of Triggering Event

  • 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. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

  • 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 at such time at which the Grantee becomes entitled to receive from Issuer a Termination Fee pursuant to Section 8.2 of the Merger Agreement.

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), 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. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

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

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Trigger Event The term “Trigger Event means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (h) the commencement by Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

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