Qualifying Sale. If Company Stockholder is a holder of the Company’s Series 4-A Convertible Preferred Stock, Company Stockholder acknowledges and agrees that the Merger shall be deemed to be a “Qualifying Sale,” as that term is defined and used in the Certificate of Designation applicable to the Series 4-A Stock (the “Series 4-A Certificate”) and the related warrants and other agreements (the “Series 4-A Documents”), and that, therefore, the related Stockholder’s Agreement and all other rights and obligations under the terms of the Series 4-A Documents that are intended to terminate upon the occurrence of a Qualifying Sale on a Liquidity Date (as that term is defined and used in the Series 4-A Certificate) shall be terminated at the Effective Time.
Qualifying Sale. In order to be eligible for incentive payments, the purchase date (Sale) of Equipment by the Customer must take place during the Term. The Sale must also take place on or after the date the Participant signs the CEPA and receipt and eligibility is confirmed by PG&E. Program Promotion If requested, Participant agrees to display PG&E provided Program promotional materials at point of purchase locations. Participant agrees to obtain PG&E’s prior, written approval to use any other acknowledgment or reference PG&E in any publicly available written format. Participant agrees not to misrepresent their relationship with PG&E. Participant shall not state or imply Participant is employed by or working on behalf of PG&E. Participant further agrees not to make any written or oral statements that PG&E endorses their specific product or services. PG&E is vendor neutral and does not endorse products, services, or companies. Participant shall not use PG&E’s name or logo in their promotional literature, or advertisements or writing of any kind without the express prior written approval from PG&E. PG&E reserves the right to limit a Participant’s participation in the Program if, in PG&E’s sole judgment, the Participant fails to comply with these requirements. Incentive Rates Program incentives are based on Equipment rated input and various incentive rates depending upon the Program Addendum and Equipment category. Current incentive rates can be found on the Program website: xxx.xxxxxxxxxxxxxxxx.xxx. Incentive rates apply to all Equipment in the specified category indicated on the Program website: xxx.xxxxxxxxxxxxxxxx.xxx (i.e. the incentive amount does not change based on the type of business where the Equipment is installed). Application Processing and Payment Online Vendor Rebate System (VRS) The Program utilizes a paperless, on-line incentive application system, Vendor Rebate System (VRS), for entering, processing, and tracking incentive applications (Applications), which is located at the Program website: xxx.xxxxxxxxxxxxxxxx.xxx. Upon enrollment in the Program, Participants are provided a unique log-in ID and will receive Program-supported training on the use of VRS. Participants will be responsible for maintaining password privacy and for Applications submitted using the Participant’s password. We encourage each person accessing VRS to have their unique log-in. In case additional log-in accounts are required, please submit a request to xxxxxxx-xxx@xxxxxx-xxxxxxxx...
Qualifying Sale. “Qualifying Sale” shall mean a Significant Sale in connection with which or prior to which the Qualifying Sale Hurdles are or have been attained. Whether a Significant Sale constitutes a Qualifying Sale shall be determined by the Administrator in connection with each Significant Sale.
Qualifying Sale. Guarantor shall pay to Property Owner, within sixty (60) days following the closing of the sale of the Property (the “Closing”), the difference between the sale price for the Property (the “Sale Price”) and the Base Value (such difference being the “Property Value Guarantee Payment”) in the event that: (i) the Closing occurs more than ten (10) business days after the commencement of construction on the Project (“Construction Commencement”), but in no event later than the seventh (7th) anniversary of the Construction Commencement (ii) the Property is sold to a bona fide purchaser for value in an arm’s length transaction (excluding any short sale or other sale in exchange for the extinguishment of debt), (iii) the sale price for the Property is less than the Base Value, and (iv) at the Closing, the Property is in substantially the same condition as it was during the Initial Appraisal, reasonable wear and tear excepted. For the avoidance of doubt, this Agreement shall not apply to any sale of less than the entire Property. Upon the sale of less than the entire Property, this Agreement shall become null and void and be of no further force and effect.
Qualifying Sale. Subject to the rights of the holders of any Series A Qualifying Sale Senior Stock, in the event of a Qualifying Sale, the holders of outstanding shares of Series A Preferred Stock shall be entitled to be paid, out of the aggregate consideration payable to the Corporation in such Qualifying Sale (the “Qualifying Sale Consideration”), prior and in preference to the payment, out of the Qualifying Sale Consideration, to holders of any Series A Qualifying Sale Junior Stock, and on a pari passu basis with the payment, out of the Qualifying Sale Consideration, to the holders of any Series A Qualifying Sale Parity Stock, consideration in an amount per share equal to the Series A Preference Price. Subject to the rights of the holders of any Series A Qualifying Sale Senior Stock, in the event of a Qualifying Sale, the Corporation shall apply all of the Qualifying Sale Consideration available for distribution under Delaware law governing distributions to stockholders to the payment of the Series A Preference Price to all holders of outstanding shares of Series A Preferred Stock, and to no other corporate purpose or purposes to the fullest extent permitted by applicable law. If, upon the occurrence of a Qualifying Sale, the Qualifying Sale Consideration thus distributed among the holders of outstanding shares of Series A Preferred Stock and any Series A Qualifying Sale Parity Stock shall be insufficient to permit the payment to such holders of the full preferential amounts to which they are entitled to receive, then the entire Qualifying Sale Consideration shall be distributed ratably among the holders of outstanding shares of Series A Preferred Stock and such Series A Qualifying Sale Parity Stock in proportion to the full preferential amount to which each such holder is otherwise entitled to receive. In the event of a Qualifying Sale, after payment in full of the amounts to which they are entitled pursuant to this Section 4(c), the holders of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining Qualifying Sale Consideration.
Qualifying Sale. If one or more Members proposes to effect a Contingent Transfer of any or all of its membership interests then, each other Member shall have such rights (the "Tag-Along Rights") as are set forth below:
Qualifying Sale. As defined in Section 2(c) of this Agreement.
Qualifying Sale. If RSI or JAH proposes to effect a Contingent Transfer of any or all of its Class A Units then, unless JAH exercises its rights under Section 16 with respect to such Transfer, each Tag-Along Member shall have such rights (the "Tag-Along Rights") as provided in this Section 7. Each Tag-Along Member may require RSI and JAH, as the case may be, and RSI and JAH, as the case may be, shall cause, such third party purchaser to purchase from each Tag-Along Member all, but not less than all, of the Tag Along Interest of each such Tag-Along Member.
Qualifying Sale. The CD&R Fund agrees that it shall not consummate the sale of any of its shares of Common Stock in a transaction that would be deemed a Qualified Sale (as defined in the Registration and Participation Agreement) unless and until those holders of Registrable Securities (as defined in the Registration and Participation Agreement) who have elected to participate in the contemplated Qualifying Sale are allowed to participate in such Qualifying Sale (in accordance with Section 4(a) of the Registration and Participation Agreement).
Qualifying Sale. (i) If your employment with the Company is involuntarily terminated by the Company other than for Cause or Disability as a result of a Qualifying Sale (as such term is defined below) within six months following a Qualifying Sale, you shall be entitled to the benefits of Section 2 hereof, subject to the provisions of Section 5 hereof; notwithstanding the fact that a Change in Control has not occurred.
