Terminating Events. Subject to Section 7 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of Shares was entitled to receive in the Transaction.
Terminating Events. The engagement of Project Manager hereunder may be terminated upon the happening of any of the following events pursuant to the provisions described below:
10.1.1 Either County or Project Manager defaults under this Agreement and the non-defaulting party elects to terminate this Agreement as provided in Article 9 hereof.
10.1.2 The giving of written notice from County in the event: (i) any receiver, trustee or custodian shall be appointed for all or any substantial part of the property or assets of Project Manager; (ii) Project Manager shall commence any voluntary proceeding under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights; or (iii) an “order for relief” or other judgment or decree by any court of competent jurisdiction is entered against Project Manager in any involuntary proceeding against Project Manager under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights, or any such involuntary proceeding shall be commenced against Project Manager and shall continue for a period of ninety (90) days after commencement without dismissal.
10.1.3 The giving of written notice from Project Manager in the event: (i) any receiver, trustee or custodian shall be appointed for all or any substantial part of the property or assets of County; (ii) County shall commence any voluntary proceeding under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights; or (iii) an “order for relief” or other judgment or decree by any court of competent jurisdiction is entered against County in any involuntary proceeding against County under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights, or any such involuntary proceeding shall be commenced against County and shall continue for a period of ninety (90) days after commencement without dismissal.
10.1.4 The giving of written notice from County that the Project is being either abandoned or suspended for more than three hundred sixty-five (365) consecutive days.
10.1.5 The giving of written notice from Project Manager if the Project is suspended by County for more than ninety (90) consecutive days.
10.1.6 County may terminate this agreement, without cause, by providing Project Manager thirty (30) days prior written notice.
Terminating Events. This Agreement shall terminate between MSC and MPM at the written election of the non-defaulting party, upon the occurrence of an Event of Default under this Agreement when the time to cure has lapsed.
Terminating Events. This Agreement may be terminated or suspended ------------------ prior to the expiration of its term in accordance with the following: (i)
Terminating Events. This Agreement may be terminated as follows:
(a) By the mutual written consent of NAS and SBCT; or
(b) By NAS, by ten (10) Business Days written notice to SBCT (if NAS is not then materially in default or breach of this Agreement), if SBCT shall default in any material respect in the performance of any of its obligations under this Agreement, and such default or breach has not been cured by SBCT within seven (7) Business Days following receipt of written notice from NAS of NAS's intention to terminate this Agreement; or
(c) By SBCT, by ten (10) Business Days written notice to NAS (if SBCT is not then materially in default or breach of this Agreement), if NAS shall default in any material respect in the performance of any of its obligations under this Agreement, and such default or breach has not been cured by NAS within seven (7) Business Days following receipt of written notice from SBCT of SBCT's intention to terminate this Agreement.
(d) If the parties have not received a Required Regulatory Approval by July 15, 2001, SBCT, in its sole discretion, at any time thereafter and by written notice to NAS, may terminate this Agreement as to the Collocation Arrangements in the state for which the Required Regulatory Approval has not been received, and SBCT shall have no liability to NAS with respect to such termination.
Terminating Events. The obligation of the Holder to forbear, and to direct the Trustee to forbear, from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”):
(a) The Issuer repudiates or asserts a defense to any obligation or liability under this Agreement or the Indenture or makes or pursues a claim against the Trustee or any Holder; and/or
(b) The Issuer fails to observe or perform any of its agreements, conditions or undertakings set forth in the Indenture (except with respect to the Specified Defaults as expressly contemplated herein) and its agreements, conditions or undertakings set forth in this Agreement; and/or
(c) The occurrence or existence of any Default or Event of Default under the Indenture (other than the Specified Defaults), or any breach or default by the Issuer of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or
(d) Any representation, warranty, statement, covenant or other agreement of the Issuer contained herein or in any financial statements of the Issuer provided to the Trustee and/or the Holder in connection herewith shall have been false or incorrect in any material respect; and/or
(e) The release of the Holder Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by the Issuer or any other Person; and/or
(f) The termination of any of the Other Forbearance Agreements (other than in respect of the Luxor Notes) or the amendment, modification or substitution of any of the Other Forbearance Agreements (other than in respect of the Luxor Notes) so as to render them less favorable to the Issuer than the terms of such Other Forbearance Agreements (other than in respect of the Luxor Notes) as of the effective date of this Agreement; and/or
(g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of the Issuer in excess of $20 million, in each case if not rescinded within 10 days from the date of such acceleration or exercise of remedies; and/or
(h) 5:00 p.m. (Eastern time) on January 29, 2016. Notwithstanding any provision of the Indenture or this Agreement to the contrary, upon the occurrence of a Te...
Terminating Events. (a) Upon the effective date of any Terminating Event, any unexercised portion of this Option shall terminate unless provision shall be made in writing in connection with such Terminating Event for the continuance of the Plan and such unexercised portion of the Option and for the assumption of such unexercised portion of this Option by a Successor Corporation or for the substitution for such unexercised portion of this Option of new options covering shares of such Successor Corporation with appropriate adjustments as to number and kind of shares and prices of shares subject to such new options; provided, however, that in connection with a Terminating Event involving the merger, consolidation or liquidation of the Corporation, the Committee may, in its sole discretion, authorize the redemption of the unexercised portion of the Option for a consideration per share of Common Stock issuable upon exercise of the unexercised portion of the Option equal to the excess of (i) the consideration payable per share of Common Stock in connection with such Terminating Event, adjusted as if all outstanding options and warrants had been exercised prior to the consummation of such Terminating Event, over (ii) the Option Price. In the event that provision for continuance of the Plan is made in writing in connection with a Terminating Event, the unexercised portion of this Option or the new options substituted therefor shall continue in the manner and under the terms provided in the Plan and this Agreement and in such writing.
(b) In the event of a redemption pursuant to this Section 9, the Optionee shall be responsible for and shall be obligated to pay a proportionate amount (determined as if the Optionee were a holder of the number of shares of Common Stock which would have been issuable upon exercise of the portion of the Option redeemed pursuant to this Section 9) of the expenses, liabilities or obligations incurred or to be incurred by the stockholders of the Corporation in connection with such Terminating Event (including, without limitation, the fees and expenses of investment bankers, legal counsel and other outside advisors and experts retained by or on behalf of the stockholders of the Corporation in connection with the Terminating Event, amounts payable in respect of indemnification claims, amounts paid into escrow and amounts payable in respect of post-closing adjustments to the purchase price).
Terminating Events. The Partnership shall be terminated and dissolved upon the earliest to occur of the following:
19.1.1 the withdrawal, removal, adjudication of bankruptcy or insolvency of a General Partner, dissolution or other cessation to exist as a legal entity of a corporate General Partner, or the death of an individual General Partner unless (i) the remaining General Partner(s), within 90 days of the date of such event, elects to continue the business of the Partnership, or (ii) if there is no remaining General Partner, the Limited Partners and Unitholders by Majority Vote, within 90 days of the date of such event, elect to continue the business of the Partnership, in a reconstituted form if necessary, and elect a successor General Partner (expenses incurred in reformation, or attempted reformation, of the Partnership shall be deemed expenses of the Partnership);
19.1.2 a Majority Vote in favor of dissolution and termination of the Partnership;
19.1.3 the expiration of the term of the Partnership;
19.1.4 the Sale or Disposition of all interests in Properties and other assets of the Partnership and the receipt of the final cash payment of the purchase price of all such Properties and assets; or
19.1.5 the election by the General Partners to dissolve and terminate the Partnership (after consulting with Partnership counsel), without the consent of any Limited Partner or Unitholder, in the event that either (i) the Partnership's assets constitute "plan assets," as such term is defined for purposes of ERISA, or (ii) any of the transactions contemplated under this Agreement constitutes a "prohibited transaction" under ERISA and no exemption for such transaction is obtainable from the United States Department of Labor or the General Partners determine not to seek such an exemption.
Terminating Events. (1) Mutual written consent of the parties;
(2) As to a party, by material breach by the party after written notice stating nature of the breach and a 30-day opportunity to cure;
(3) Failure by GFP Group to provide the interim funding contemplated by this Agreement;
(4) Failure of Xxxxxxxxx or Xxxxxxxxx to obtain SCITOR's consent to assignment of the SITA/SCITOR Agreement to GFP Group or any approval that May be required to assure GFP Group that transactions contemplated by this Agreement do not violate the SITA/SCITOR contract;
(5) Notice from GlobalTel that GlobalTel does not intend to acquire Ratsten or GFP Group after GFP Group acquires Ratsten.
Terminating Events. 7.01 Amounts in all of the Deferred Fee Accounts shall be immediately due and payable to the Investor Servicer in accordance with subsection 7.02(a) hereof upon the occurrence of a Terminating Event, as described in subsection 7.02(a) hereof. Amounts in all of the Deferred Fee Accounts shall be due and payable to the Investor Servicer in accordance with subsection 7.02(b) hereof on the date required by Section 409A following the occurrence of the Terminating Event (as determined by Steel Partners Holdings) described in subsection 7.02(b).
7.02 The following events shall each constitute Terminating Events:
(a) The cessation of WGL’s provision of services to Steel Partners Holdings or a Successor (as defined herein) following termination or expiration of the Management Agreement with no expectation to renew or replace the Management Agreement; provided, however, if (i) Steel Partners Holdings is merged into a corporation or other entity, including, without limitation, a merger immediately following the distribution of equity interests held by Steel Partners Holdings to its holders of equity interests in redemption of their interests in Steel Partners Holdings, (ii) all or substantially all of the assets of Steel Partners Holdings are acquired by a corporation or other entity, including, without limitation, all or substantially all of the remaining assets of Steel Partners Holdings immediately following the distribution of equity interests held by Steel Partners Holdings to its holders of equity interests in redemption of their interests in Steel Partners Holdings or (iii) Steel Partners Holdings engages in a transaction with a corporation or other entity substantially similar to the transaction described in clause (i) or (ii) (each such successor corporation or other entity described in clause (i), (ii) and (iii) of this subsection 7.02(a), a “Successor”), and if the Successor in each case shall have entered into a Management Agreement with WGL, then the cessation of WGL’s provision of services to Steel Partners Holdings shall not constitute a Terminating Event and the terms of this Agreement shall continue to apply to all amounts in the Deferred Fee Accounts; or
(b) a termination and liquidation of the deferral arrangement set forth herein by Steel Partners Holdings in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), (B) or (C).
