Significant Event. The Contractor shall immediately notify the City’s Contract Manager of any current or prospective “significant event” on an ongoing basis. All notifications shall be submitted in writing to the Contract Manager. As used in this provision, a “significant event” is any occurrence or anticipated occurrence which might reasonably be expected to have a material effect upon the Contractor's ability to meet its contractual obligations. Significant events may include but not be limited to the following:
7.4.1 disposal of major assets;
7.4.2 any major computer software conversion, enhancement or modification to the operating systems, security systems, and application software, used in the performance of this Contract;
7.4.3 any significant termination or addition of provider contracts;
7.4.4 the Contractor’s insolvency or the imposition of, or notice of the intent to impose, a receivership, conservatorship or special regulatory monitoring, or any bankruptcy proceedings, voluntary or involuntary, or reorganization proceedings;
7.4.5 strikes, slow-downs or substantial impairment of the Contractor’s facilities or of other facilities used by the Contractor in the performance of this Contract;
7.4.6 reorganization, reduction and/or relocation in key personnel;
7.4.7 known or anticipated sale, merger, or acquisition;
7.4.8 known, planned or anticipated stock sales;
7.4.9 any litigation against the Contractor; or
7.4.10 significant change in market share or product focus.
Significant Event. In the event that, for any fiscal quarter ending not later than FQE 12/06 (the "AFFECTED QUARTER"), there is (i) a 12% decrease in attendance at the Theme Parks from the attendance in the corresponding fiscal quarter of the prior fiscal year (the "PRIOR-YEAR QUARTER") and (ii) a major terrorist activity or an armed conflict involving US military has occurred or is occurring during such fiscal quarter or the immediately preceding fiscal quarter, the Borrower will have the option, exercisable by written notice to the Banks through the Administrative Agent not later than seven days following the end of the affected quarter (the "NOTICE DATE"), to substitute in lieu of the applicable EBITDA for the affected quarter (and, if the Borrower so elects and subject to satisfying the liquidity test described below, the immediately following fiscal quarter) the applicable EBITDA for the prior-year quarter (and the immediately following quarter in the prior year) for purposes of calculation of the Funded Debt Ratio and the Interest Coverage Ratio as at any date for which such calculation would otherwise include the affected quarter (or the immediately following quarter). In the event the Borrower exercises this right, it shall make appropriate representatives available to meet or conduct a conference call with the Banks in New York City or Orlando (or another location mutually determined by the Borrower and the Administrative Agent) not later than seven days following the notice date to discuss with Banks the factors giving rise to such decrease in attendance and their continuing effects, if any. The right of the Borrower under this subsection (d) is subject to the further limitations that (i) such right may be exercised on only one occasion and (ii) in order to exercise this right with respect to the fiscal quarter immediately following the affected quarter, the Borrower shall have delivered to the Banks through the Administrative Agent a certificate of an Authorized Officer to the effect that, at the end of the affected quarter it has liquidity in the form of unrestricted cash balances (including balances in deposit accounts subject to a Deposit Account Control Agreement (as defined in the Security Agreement)), undrawn "Working Capital Commitments" under the Original Credit Agreement and Unused Commitments in an aggregate amount of not less than $40,000,000 through working capital management practices consistent with its past practices and (iii) such substitution shal...
Significant Event. In any transaction constituting a Significant Event involving the Transfer of Partnership Interests, the proceeds of such Significant Event shall be shared among the Partners as such proceeds would be distributed pursuant to Section 5.12(b)(iv) and Section 12.4 as if the Significant Event was a sale of the Partnership’s assets.
Significant Event. A “SIGNIFICANT EVENT” means a Change of Control or a liquidation, dissolution or winding up of the Company in accordance with the LLC Agreement. Notwithstanding the foregoing, a Significant Event shall not include (i) the consummation of any public offering of the securities of the Company pursuant to a registration statement declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended or (ii) a SkyTerra Acquisition (as defined in the Restricted Unit Agreement) (each of (i) and (ii), an “EXCLUDED EVENT”).
Significant Event. If an event occurs that causes 30 percent or more of the Participants to cease to be Employees within a 12-month period, as certified by the Committee, then all remaining distribution amounts under the Minimum Distribution Schedule will be reduced in direct proportion to such reduction and the Minimum Distribution Schedule will be correspondingly extended.
Significant Event. Upon any Significant Event:
(i) Each holder of Series A Preferred Stock shall be entitled to receive for each share of Series A Preferred Stock held by such holder immediately prior to such Significant Event, prior and in preference to any distribution or payment made upon or with respect to any Junior Securities, irrespective of whether such distribution or payment is made by the Corporation or any other Person, an amount (the “Liquidation Value”) equal to either (A)(1) the Original Issue Price of such share of Series A Preferred Stock on the date of distribution or payment plus (2) all dividends (whether or not declared) accrued but unpaid on such share of Series A Preferred Stock, or (B) if elected by the vote or written consent of the Supermajority Preferred Holders, the amount to which the holder of such share of Series A Preferred Stock would be entitled assuming all of the shares of Series A Preferred Stock had been converted into shares of Common in accordance with Section 5(a)(i) immediately prior to such Significant Event (the “As Converted Value”). If upon any Significant Event the assets and/or proceeds to be distributed to the holders of the Series A Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to receive under Section 4(a)(i)(A), then the entire amount of assets and/or proceeds available to the Corporation’s stockholders upon such Significant Event shall be distributed pro rata among such holders of the Series A Preferred Stock based upon the aggregate amounts due to each such holder with respect to such shares of Series A Preferred Stock if such assets and/or proceeds were sufficient to permit payment in full.
(ii) With respect to any Significant Event involving the Corporation’s merger, consolidation or similar transaction, except as otherwise consented to by the Supermajority Preferred Holders, the Corporation shall not effect such Significant Event unless the agreement or plan of merger or consolidation or other applicable agreement provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with the priorities set forth in this Section 4(a).
(iii) After the payment and/or distribution to the holders of the Series A Preferred Stock of the amounts set forth in Section 4(a)(i), the holders of the Series A Preferred Stock shall not be entitled to any further payment or...
Significant Event. Without restricting the powers of the General Partner under Section 7.1 of the Agreement, a Significant Event shall also require Special Approval. The General Partner shall not cause a Significant Event to occur without prior Special Approval.
Significant Event. Upon any liquidation, Fundamental Change, Change in Ownership, dissolution or winding up of the Corporation (whether voluntary or involuntary) (each, a “Significant Event”):
(i) Each holder of Series A Preferred shall be entitled to receive, prior and in preference to any distribution or payment made upon any Series A Junior Securities, an amount equal to (i) the aggregate Series A Liquidation Value of all shares of Series A Preferred held by such holder plus (ii) all accrued and unpaid dividends on such shares of Series A Preferred. If, upon any Significant Event, the Corporation’s assets to be distributed among the holders of the Pari Passu Preferred are insufficient to permit payment to such holders of the aggregate amount to which they are entitled to be paid under this Section 4(a)(i) and the equivalent provisions of the other series of Pari Passu Preferred, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders of the Pari Passu Preferred based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the shares of Pari Passu Preferred held by each such holder.
(ii) After payment to the holders of the Series A Preferred of the amounts set forth in the first sentence of Section 4(a)(i), the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed pro rata among the holders of the Common and the holders of the Pari Passu Preferred (on a Common Equivalent Basis).
Significant Event. In the event of a potential liquidation or dissolution of the Company, or a potential merger or consolidation of the Company with, or a potential sale or other disposition by the Company of all or substantially all of its assets to a third party not now affiliated with the Company other than a potential merger or consolidation in which the Company is the continuing entity or in which the Initial Directors constitute a majority of the Board of Directors of the continuing entity after the potential merger or consolidation (any such liquidation, dissolution, merger, consolidation or sale being referred to herein as a "Significant Event"), then the Registered Holder of this Warrant shall have the option of either exercising this Warrant prior to the Significant Event effective immediately upon exercise, or exercising this Warrant contingent upon the actual occurrence of the Significant Event. The Company shall give the Registered Holder written notice of the date on which the Significant Event will occur at least 10 days before the date by which the Registered Holder must exercise this Warrant, i.e., the date on which the Significant Event actually occurs. This notice, if given, shall be the only notice of the Significant Event that the Company is required to give to the Registered Holder. Upon the actual occurrence of the Significant Event this Warrant shall immediately terminate for all purposes. Failure of the Registered Holder to exercise timely this Warrant upon receiving notice of a Significant Event shall not constitute a breach of any obligation of the Registered Holder under this Warrant, the only consequence of such failure being that the Registered Holder's rights under this Warrant shall expire upon the actual occurrence of the Significant Event. If the potential Significant Event does not in fact occur for any reason, then the Registered Holder will not be required to exercise this Warrant.
Significant Event. 4.01 SNB.........................................................................................2.02(b) Southside Common Stock......................................................................1.07(a) Southside Employee Plans....................................................................2.19(a) Southside Employee Stock Options............................................................2.03
