Token Generation Event Sample Clauses

Token Generation Event. If there is a Token Generation Event prior to the expiration or termination of the Agreement, the Company will vest Tokens with the Purchaser in the amount equal to the Purchase Amount as per the terms set out in the Agreement. Prior to vesting Tokens with the Purchaser by the Company, in accordance with Article 3(a) the Company: (i) shall verify information and data submitted by the Purchaser in order to verify it (KYC) to exclude the suspicion of money laundering or terrorism financing, (ii) may summon the Purchaser to draw up and supply the Company with documents or to provide information no later than within three business days since communicating summons to the Purchaser, such documents and information are required for the proper performance of the Agreement by the Company and ensuring compliance with legal provisions, in particular to verify the status of an accredited investor or non-US person status, (iii) may summon the Purchaser to indicate the Ethereum wallet address to which the Purchaser Tokens will be vested not later than within three business days since communicating summons to the Purchaser, subject to Article 3(aa) hereinafter, (iv) shall inform the Purchaser and the Purchaser shall agree to the following schedule of vesting • % Tokens shall be vested within seven days after a Token Generation Event, • % Tokens shall be vested within 14 days after a Token Generation Event, • % Tokens shall be vested every three months until all Tokens due to the Purchaser under the Agreement, subject to the fulfilment of obligations under Article 3(a) (i) - (iii).
Sample 1
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Token Generation Event. If there is a TGE prior to the Deadline Date (as defined in the table set out above), the Company shall, subject to the Lock-Up provisions of the table set out above and/or the Company obtaining any relevant approvals from any relevant Governmental Authorities, the Company will cause the Purchased Tokens to be deposited and held in its Multi-Sig Wallet. The Company will distribute the Purchased Tokens to the Purchaser as follows: (1) with respect to any Option 1 Purchased Tokens, on the date that is twelve (12) months after the date of the Token Generation Event; (2) with respect to any Option 2 Purchased Tokens, on the date that is six (6) months after the date of the Token Generation Event; (3) with respect to any Option 3 Purchased Tokens, on the date of the Token Generation Event. In connection with, as a condition to, and prior to the issuance or transfer of any Purchased Tokens by the Company to the Purchaser pursuant to this Clause 3(h) the Purchaser shall: i. execute and deliver to the Company any and all other documents related to this Agreement as are requested by the Company, including, without limitation, verification of its identity, source of funds, and residency under the applicable securities Laws and tax reporting and beneficial ownership status; and ii. if not already provided, provide to the Company a network address to which the Purchaser's Tokens shall be delivered following the TGE.
Sample 1Sample 2
Token Generation Event. If there is a Token Generation Event prior to the expiration or termination of the Agreement, the Company will vest Tokens with the Purchaser in the amount equal to the Purchase Amount as per the terms set out in the Agreement. Prior to vesting Tokens with the Purchaser by the Company, in accordance with Article 3(a) the Company: (i) shall verify information and data submitted by the Purchaser in order to verify it to exclude the suspicion of money laundering or terrorism financing, (ii) may summon the Purchaser to draw up and supply the Company with documents or to provide information no later than within three business days since communicating summons to the Purchaser, such documents and information are required for the proper performance of the Agreement by the Company and ensuring compliance with legal provisions, in particular to verify the status of an accredited investor or non-US person status, (iii) may summon the Purchaser to indicate the wallet address to which the Purchaser Tokens will be vested not later than within three business days since communicating summons to the Purchaser, subject to Article 3(aa) hereinafter, (iv) shall inform the Purchaser and the Purchaser shall agree to the following schedule of vesting • 10% of the Tokens shall be vested within seven days after a Token Generation Event, • 2% of the Tokens shall be vested every subsequent week until all Tokens are no longer due to the Purchaser in accordance with the Agreement, subject to the fulfilment of obligations arising from the Purchaser under Article 3(a) (i) - (iii).
Sample 1
Token Generation Event. On the Initial Token Generation Date, before the expiration or termination of this Agreement, the Company will automatically issue to the Investor a number of units of the Token equal to the Investment divided by the Price; provided that, in connection with and prior to the issuance of Tokens by the Company to the Investor pursuant to this Section 1(a): (i) The Investor will execute and deliver to the Company any and all other transaction documents related to this Agreement, including but not limited to the Purchase Agreement attached hereto as Appendix A; and (ii) The Investor will provide to the Company a public Ethereum wallet address to which the Company may deliver Tokens during the anticipated Token Generation Event. For the avoidance of doubt, the public wallet address must be under the direct or indirect control of the Investor and shall not be under the direct or indirect control of a third-party.
Sample 1
Token Generation Event. This section is a summary only and is not intended to provide all relevant information for you to consider when you decide to submit an Application or to participate in the Token Generation Event at all. This Disclosure Document should be read and considered in its entirety before you make any decision to apply to purchase Tokens. The Disclosure Document will be made available in electronic form during the Token Generation Event by being posted through the Company Website. Persons having received a copy of this Disclosure Document in its electronic form may obtain an additional paper copy of this Disclosure Document by contacting the Company at xxxxx@xxxxxxxxxxxx.xx The Token Generation Event set out in this Disclosure Document in electronic form is only available to persons receiving an electronic version of this Disclosure Document and in a country where token sales are permitted. No person or entity named in this Disclosure Document, nor any other person or entity, guarantees the issue of the Tokens, the performance of the Tokens, the repayment of any purchase price or the receipt of income or capital gain in connection with the Tokens. Please read this document, in particular the risk factors in section 4, carefully before you make a decision to apply to purchase Tokens. A purchase of cryptocurrency tokens has general risks, and an application to purchase, and purchasing Tokens has specific risks, both of which you should consider before making a decision to apply to purchase Tokens.
Sample 1
Token Generation Event. 3.1 Company will use its commercially reasonable efforts to cause the Token Generation Event to occur within one (1) month from the final closing date of the Offering. In the event that the Token Generation Event occurs, Company will automatically issue to Purchaser a number of Securities equal to the Purchase Amount. 3.2 If the Token Generation Event does not occur, Purchaser will not receive any refund or return of the Aggregate Purchase Price; however, in the event the Token Generation Event has not occurred on or before the date that is six (6) months from the final closing date of the Offering, Company will automatically issue to Purchaser a number of uncertificated shares of Company’s Class B Common Stock equal to the Purchase Amount as well as transaction documents relating to the Revenue Participation Right. 3.3 You are responsible for implementing reasonable measures for securing any wallet, vault or other storage mechanism that You use to receive and hold the Securities, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, You may lose access to your Securities. Notwithstanding any other provision of this Agreement, Company shall not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of, or relating to, (i) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism You use to receive Securities or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials. 3.4 Purchaser accepts, acknowledges and understands that the underlying
Sample 1
Token Generation Event. The Token Generation Event is the creation and/or distribution of Tokens to Participants after they have purchased them. The Participant will be notified about the commencement of the Token Generation Event by checking the company website or by message sent from the Company. At times this event may be referred to as the Token Distribution Event.
Sample 1
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Related to Token Generation Event

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

  • 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.

  • Dissolution Events The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.

  • Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), 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. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

  • Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

  • Amortization Events If any one of the following events shall occur: (a) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder; (b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; (c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”); (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act; (e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a); (f) a Servicer Default shall occur; or (g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.

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