Termination Triggers Sample Clauses

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy s...
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Termination Triggers. 38 ARTICLE 12
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Termination Triggers. The Trust or any Fund shall terminate if any one of the following events (each, a “Termination Trigger”) occurs with respect to the Trust or such Fund: (a) the Trust or such Fund becomes required to register as an “investment company” under the Investment Company Act of 1940, as amended; (b) the Trust or such Fund becomes a commodities pool that is regulated under the CEA; and (c) a decree or order is entered by a court having competent jurisdiction adjudging the Trust or such Fund to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Trust or such Fund under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of the Trust or such Fund or of any substantial part of the property of the Trust or such Fund, or ordering the winding up or liquidation of the affairs of the Trust or such Fund, or, in a court having jurisdiction, the Trust or such Fund commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against the Trust or such Fund, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days.
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Termination Triggers. Notwithstanding anything to the contrary herein, this Agreement may be terminated (i) by either party at any time after the twentieth (20th) Business Day following the date hereof if the Closing shall not have occurred by such date; provided, however, that if the Closing shall not have occurred as a result of the failure of the conditions set forth in Section 6 to be satisfied by such date, then the Purchaser may extend such date in its sole discretion, (ii) by the mutual written consent of the Corporation and the Purchaser or (iii) by either party upon the breach of any representation, warranty or covenant set forth herein by the other party that would result in the failure of the conditions set forth in Sections 6 or 7 (as applicable) to be satisfied.
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Termination Triggers. If any one or more of the following is true, then Lessor Frontier Lease Agreement (MSN 28760) Schedule 2 Execution Copy -4- may, at its sole option, terminate the Lease Agreement and the other Operative Documents by notice to Lessee: 4.1.1 A Default shall have occurred at any time (even if not then continuing). 4.1.2 Lessee shall not have an unrestricted cash balance as of December 31, 1996 of at least * . 4.1.3 Lessee shall not have an unrestricted cash balance as of March 31, 1997 of at least * . 4.1.4 Lessee shall not have a tangible net worth as of December 31, 1996 in excess of * . 4.1.5 Lessee shall not have a tangible net worth as of March 31, 1997 in excess of * . 4.1.6 Lessee shall not have had, for the 12-month period ending December 31, 1996, total revenues in excess of * . 4.1.7 Lessee shall not have had, for the 3-month period ending March 31, 1997, net income in excess of * . The accounting terms used in this Section 4.1 shall be interpreted with reference to generally accepted accounting principles, as set forth in the statements of financial accounting standards issued by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, and as applied on a basis consistent with prior periods.
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Termination Triggers. This Agreement may be terminated, and the transactions hereby may be abandoned, only as follows: (i) by mutual written consent of Subscriber and the Company; (ii) if a party has materially breached its obligations under this Agreement and failed to cure such material breach on or before the tenth (10th) Business Day following the delivery of notice of such material breach to the breaching party by the non-breaching party, then by the non-breaching party by giving notice of termination to the breaching party following such ten (10)-Business Day cure period; (iii) by written notice of Subscriber or the Company to the other party if any Football Authority affirmatively rejects or denies the satisfaction or approval (as applicable) of any Football Authorities Condition and the cause of such rejection or denial cannot be, or is not, cured or satisfied within ten (10) Business Days following Subscriber’s receipt of notice of such rejection or denial; (iv) by either Subscriber or the Company, if there shall be any Order of a Governmental Entity that is final and non-appealable preventing the consummation of the transactions contemplated by this Agreement; or (v) by written notice of Subscriber or the Company to the other party if the Closing shall not have occurred on or prior to September 30, 2022 (or such other date as Subscriber and the Company may agree to in writing).
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Termination Triggers. If any one or more of the following is true, then Lessor may, at its sole option, terminate the Lease Agreement and the other Operative Documents by notice to Lessee: 4.1.1 A Default shall have occurred at any time (even if not then continuing). 4.1.2 [Intentionally left blank] 4.1.3 [Intentionally left blank] 4.1.4 [Intentionally left blank] 4.1.5 [Intentionally left blank] 4.1.6 [Intentionally left blank] 4.1.7 [Intentionally left blank] *
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Termination Triggers. If any one or more of the following is true, then Lessor may, at its sole option, terminate the Lease Agreement and the other Operative Documents by notice to Lessee: 4.1.1 A Default shall have occurred at any time (even if not then continuing). 4.1.6 [Intentionally left blank] 4.1.7 [Intentionally left blank] 4.1.8 Notwithstanding Section 6.2.1.3 of the Lease Agreement, prior to the Delivery Date Lessee or one or more of its shareholders enters into an agreement (whether preliminary or final) (1) providing for or allowing Lessee to consolidate with or merge into any other corporation or for any other corporation to consolidate with or merge into Lessee or (2) to effect a change in the Person, or group of Persons, who or which control Lessee. For purposes of this section, "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.
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Termination Triggers. Notwithstanding any terms of this Agreement to the contrary, (i) Xx. Xxxxx may terminate this Agreement upon written notice to the Company following the date of the first to occur of the following: (A) the date on which the Company materially breaches its obligations under this Agreement, or (B) the Company announces, proposes or otherwise recommends a transaction that would result in (a) the consummation of the acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent or more of the combined voting power of the then outstanding Voting Securities of the Company; (b) the approval by the Company’s stockholders of: (1) a merger or consolidation of the Company if the stockholders of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or sale or other disposition of two-thirds or more of the consolidated assets of the Company; or (c) dissenter’s rights under Nevada Revised Statutes Section 92A.380, and (ii) the Company may terminate this Agreement upon written notice to Xx. Xxxxx following the date on which Xx. Xxxxx materially breaches his obligations under this Agreement.
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Related to Termination Triggers

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

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