Resignation Events Sample Clauses

Resignation Events. As a condition to the Appointed Director’s appointment to the Board, the Appointed Director shall, and the Investors shall cause the Appointed Director to submit prior to effectiveness of any appointment, an irrevocable resignation letter pursuant to which the Appointed Director shall resign from the Board and all applicable committees thereof effective automatically and immediately (i) upon a Resignation Event or (ii) if at any time following the date of such person’s appointment to the Board such person no longer meets the Independent Director Criteria set forth in Section 1(a)(iii)(e); provided that in the case of clause (ii), the Investors shall retain the right to nominate for appointment or nomination a Replacement Director. The Investors shall promptly (and in any event within five (5) business days) inform the Company in writing if the Investors fail to satisfy the Minimum Ownership Threshold at any time. For the avoidance of doubt, the Investors shall have no rights under Sections 1 or 4 if any Resignation Event has occurred and the Company shall have no rights under Section 2 if any Resignation Event has occurred. For purposes of this Agreement, a “Resignation Event” means, regardless of actual resignation, if the Investors fail to satisfy the Minimum Ownership Threshold at any time after the date of this Agreement. For purposes hereof, the “Minimum Ownership Threshold” shall mean collective beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the lesser of (i) 187,500 shares of Common Stock (subject to proportionate adjustment in the event of splits, combinations or reclassifications) or (ii) a number of Common Shares or shares or rights convertible or exercisable into Common Shares, including the Warrants (whether or not presently convertible or exercisable) that, in the aggregate, are convertible or exercisable into and/or equal at least 4.25% of the then-outstanding Common Stock (on an as-converted and as-exercised basis).
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Resignation Events. The Investors agree that, to the extent any Investor Approved Board Member is not then serving on the Board, the Observer shall be deemed to no longer be an observer of the Board effective automatically and immediately (i) upon a Resignation Event or (ii) if at any time following the date of such person’s appointment to the Board such person no longer meets the Independence Criteria; provided that, in the case of clause (ii), the Investors shall retain the right to designate a Replacement Observer as the Observer. The Investors shall promptly (and in any event within five (5) business days) inform the Company in writing if the Investors fail to satisfy the Minimum Ownership Threshold at any time. For the avoidance of doubt, the Investors shall have no rights under Sections 1 or 4 if a Resignation Event has occurred. For purposes of this Agreement, a “Resignation Event” means, regardless of actual resignation, if the Investors fail to satisfy the Minimum Ownership Threshold at any time after the date of this Agreement. For purposes hereof, the “Minimum Ownership Threshold” shall mean collective beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the lesser of (i) 187,500 shares of Common Stock (subject to proportionate adjustment in the event of splits, combinations or reclassifications) or (ii) a number of Common Shares and shares or rights convertible or exercisable into Common Shares, including the Warrants (whether or not presently convertible or exercisable) that, in the aggregate, are convertible or exercisable into and/or equal at least 4.25% of the then-outstanding Common Stock (on an as-converted and as-exercised basis).
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Resignation Events. The Investors agree that, to the extent any Investor Approved Board Member is not then serving on the Board, the Observer shall be deemed to no longer be an observer of the Board effective automatically and immediately (i) upon a Resignation Event or (ii) if at any time following the date of such person’s appointment to the Board such person no longer meets the Independence Criteria; provided that, in the case of clause (ii), the Investors shall retain the right to designate a Replacement Observer as the Observer. The Investors shall promptly (and in any event within five (5) business days) inform the Company in writing if
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Resignation Events 
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Related to Resignation Events

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

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • 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.

  • Additional Termination Events The following Additional Termination Events will apply:

  • Servicer Termination Events The following events will each be a “Servicer Termination Event”:

  • Trustee Termination Events Any one of the following events shall constitute a Trustee Termination Event (a "Trustee Termination Event"):

  • 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 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.

  • 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.

  • 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).

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