Payment Event. On a Payment Event, the Trustee may institute bankruptcy proceedings exclusively in The Netherlands, but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid. To the extent the Trustee is not permitted to pursue the remedies provided for herein as a matter of Dutch law, the Holders of the Securities may pursue such remedies in accordance with the terms of the Subordinated Indenture. Notwithstanding the foregoing, Holders of this Security have the absolute and unconditional right to institute suit for the enforcement of any payment when due and such right may not be impaired without the consent of the Holder as provided in Section 508 of the Subordinated Indenture. Payments under the Securities will be made without withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge imposed by the government of The Netherlands upon or as a result of such payments, or the government of a jurisdiction in which a successor to the Company is organized (or any political subdivision or taxing authority thereof or therein) (a "Relevant Jurisdiction") ("Taxes"), unless required by law. To the extent any such Taxes are so levied or imposed, the Company will, subject to the exceptions and limitations set forth in Section 1006 of the Indenture, pay such additional amounts ("Additional Amounts") to the Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order that the net payment of the principal of and interest on such Security and any other amounts payable on such Security, after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount provided for in such Security to be then due and payable. Except as provided below, the Securities are not redeemable at the option of the Company prior to December 15, 2007. The Securities may be redeemed in whole (but not in part), at the option of the Company and without the consent of the Holders or the Trustee, at a redemption price equal to their aggregate principal amount, together with any Outstanding Payments accrued to and including the date fixed for redemption, subject to the Solvency Condition: (i) on December 15, 2007, or any Interest Payment Date thereafter; (ii) upon the occurrence of a Tax Event, provided that the Company has already delivered to the Trustee a written legal opinion in a form satisfactory to...
Payment Event. 42 PBGC ...............................................................................................21 Person ................................................................................................7 Pre-Closing Tax Period..................................................................................18
Payment Event. If one or more of the following events (each, a “Payment Event”) shall have occurred:
Payment Event. 12.04 Random Trading Days............... 3.02 Term Section ---- -------
Payment Event. 9 4.06 Deficiency .................................................. 11 4.07
Payment Event. The occurrence of all, but not less than all, of the following events shall constitute a "Payment Event" for the purposes of this Note:
Payment Event. Concurrently with the closing of any Reorganization Transaction, which results in holders of the Common Shares receiving Total Consideration in excess of $296,859,383 (the “Common Shares Recovery”), the Company shall either (i) pay from and to the extent of such excess, $4,000,000 (such excess amount, the “Payment Amount”) in immediately available funds to Platinum in full and final payment for all obligations owing under the Advisory Agreement, or (ii) if any of the consideration in such Reorganization Transaction comprises securities, property or assets other than cash, deliver to Platinum an amount of securities, property, assets and/or cash having an aggregate Fair Value equal to the Payment Amount, on the same terms and conditions as the holders of Common Shares, and in the same proportion(s) as the consideration received in such Reorganization Transaction; provided, that in the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Transaction, the type and amount of consideration paid to Platinum shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Transaction. In the event of any Reorganization Transaction in which the Company is not the surviving or resulting entity, the Company shall be deemed to have assigned all of its obligations pursuant to this Letter Agreement to the surviving or resulting entity (which shall assume all such obligations hereunder). Subject to the fiduciary duties of the board of directors of the Company, in the event of a Reorganization Transaction, the Company shall advocate for payment of the sum of the Common Shares Recovery and the Payment Amount. The Company agrees that it shall not take any action that would frustrate performance of this Letter Agreement.
Payment Event. Upon the occurrence of any distribution made by the Company to the holders of Units under the HoldCo LLC Agreement, (a “Payment Event”), the Holder shall have the right to receive, as applicable, payment based on its Synthetic Equity Distribution Rights provided for above in accordance with this Agreement. In connection with any such Payment Event, the Company shall deliver a certificate to the Holder certifying its compliance with its payment obligations to the Holder as set forth herein and that no other distributions have been made by the Company other than with respect to the Class A Unit and Class B Units pursuant to the terms of the HoldCo LLC Agreement.
Payment Event. If, consistent with Section 2, Key Employee remains ------------- employed with FMI and a definitive agreement for a Change in Control is executed, then within three (3) business days following the closing of such Change in Control, Key Employee shall be entitled to receive a lump sum payment equal to 60% of Key Employee's Annual Base Compensation (defined below) in effect as of the closing (the "Retention Bonus"); provided, however, that Key -------- Employee must continue to devote his or her full time and attention to the business of FMI and otherwise comply with Section 2; and provided -------- further, that if prior to the closing of the Change in Control, Key ------- Employee's employment with FMI is terminated (i) by Key Employee without Good Reason, (ii) as a result of Key Employee's Disability, Retirement or death, or (iii) by FMI for Cause, then Key Employee's right to receive the foregoing payments shall terminate immediately.
Payment Event. Any transfer of the Executive's employment from the Company to an Affiliate, from an Affiliate to the Company, or from one Affiliate to another Affiliate, is not a termination of the Executive's employment by the Company for purposes of the Agreement (though any such transfer might, depending on the circumstances, constitute or result in a termination of employment by the Executive for Good Reason).
