Participation Event Sample Clauses

Participation Event. At any time prior to the Commissioning Date, each of the Voyager Member and the Airbus Member shall have the right to elect to contribute back to the Company all (but not less than all) of its Units to the Company, for no consideration, upon the occurrence of a Participation Event by delivering written notice of such election to the Company within sixty (60) days after the occurrence of such Participation Event. Such contribution shall be effective upon the date specified in such notice or, if no such date is specified (or if the specified date is on or prior to the sixtieth (60th) day after delivery of such notice), on the date that is sixty (60) days after the delivery of such notice. On the effective date of such contribution, such contribution shall be automatic without further action on the part of any Member, the Company or any other Person, the electing Member shall cease to be a Member and to own any Units, and the Units held by the electing Member shall cease to be issued and outstanding. The Members acknowledge and agree that the proceeds of any Funded Grant Programs that are contributed to or received by the Company will be subject to the requirements of such Funded Grant Programs, including, if stipulated by such Funded Grant Programs, the recovery of government funds in connection with the election to contribute a Member’s Units back to the Company pursuant to this Section 4.5. The rights set forth in this Section 4.5 shall be in addition to and not in lieu of the rights set forth in Section 4.4 and Section 4.6. If a Member elects to exercise its rights pursuant to this Section 4.5, all licenses between the Company and such departing Member regarding IPR shall remain in effect, except that (i) the license granted by the Company to such departing Member will cover solely the Company Foreground IPR in existence as of the time of exit, and (ii) the license granted by such departing Member to the Company will be limited to the Field of Use as of the time of exit. For the avoidance of doubt, the Voyager Member and the Airbus Member shall retain their rights under this Section 4.5 regardless of whether they elect to participate in any subsequent funding round.
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Participation Event. For purposes of this Plan, a "Participation Event" shall occur if through any transaction or series of transactions (a) EXCO is merged or consolidated with another Entity such that the common stock of EXCO is converted into the right to receive consideration other than EXCO common stock or Common Stock, as the case may be, (b) EXCO Holdings sells or otherwise disposes of substantially all of its common stock in EXCO to another Entity for consideration, (c) EXCO sells or otherwise disposes of all or substantially all of its assets and the proceeds from such sale are distributed to EXCO Holdings (subsections (a), (b), and (c) shall be collectively referred to as "EXCO Participation Events"), (d) EXCO Holdings is merged or consolidated with another Entity such that the Common Stock is converted into the right to receive consideration other than EXCO common stock or Common Stock, as the case may be, (e) the stockholders of EXCO Holdings sell or otherwise dispose of substantially all of their Class A Common Stock and their Class B Common Stock in EXCO Holdings to another Entity for consideration, (f) EXCO Holdings sells or otherwise disposes of all or substantially all of its assets and the proceeds from such sale are distributed to the shareholders of EXCO Holdings (subsections (d), (e), and (f) shall be collectively referred to as "EXCO Holdings Participation Events"). If any EXCO Holdings Participation Event results in the stockholders of EXCO Holdings receiving stock or other ownership interests in the acquiring Entity as consideration for the transaction, then to be deemed a Participation Event the transaction must result in the change of control of the stock ownership of EXCO Holdings as evidenced by the fact that stockholders holding a simple majority of the issued and outstanding capital stock of EXCO Holdings immediately preceding the EXCO Holdings Participation Event cease to own, directly or indirectly, a simple majority of the voting power of the capital stock of EXCO Holdings or the surviving entity immediately after the Participation Event. For purposes of this Agreement, the term "Entity" shall mean any corporation, partnership, limited liability company, individual, trust, governmental entity, association or other for profit or not for profit entity.
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Related to Participation Event

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • 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 Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase shares of Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Purchase Contract Agent, the Collateral Agent, and to the Holders at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Units in the case of Corporate Units, or Treasury Securities in the case of Treasury Units, in accordance with the provisions of Section 4.3 of the Pledge Agreement.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).