Trigger Event Sample Clauses
Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty (30) days; (v) makes an assignment for the benefit of creditors; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expenses; or (h) the commencement by Company of any action against PSRF, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.
Trigger Event. (a) In the event that a Trigger Event, Default or Event of Default has occurred and is continuing:
(i) the Revolving Commitments and the Revolving Commitment Period shall be suspended and none of the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender shall make an extension of credit hereunder; and
(ii) the Administrative Agent shall direct the Conditional Controlled Account Bank to transfer any amounts on deposit in the Conditional Controlled Account, or any amounts that are deposited in the Conditional Controlled Account during such period, to the Account.
(b) In the Event that a Trigger Event or an Event of Default has occurred and is continuing, the Administrative Agent is authorized by the Borrower and shall apply the amounts on deposit in the Account from time to time and all cash distributions from any of the Borrower’s direct or indirect Subsidiaries on and after the occurrence of a Trigger Event or an Event of Default, in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting accrued and unpaid fees (including pursuant to Sections 2.5 and 3.3), interest on the Loans, L/C Obligations and other Obligations, indemnities and other amounts (other than principal) payable to the Lenders, the Swingline Lender and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Lenders, the Swingline Lender and the Issuing Lender), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations, ratably among the Lenders, the Swingline Lender and the Issuing Lender in proportion to the respective amounts described in this clause Third held by them; and Fourth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower in an amount not less than the Minimum Collateral Amount.
(c) In the Event that a Trigger Event or an Event of Default has occurred and is continuing, the...
Trigger Event. A Trigger Event means, for purposes of this Agreement, the occurrence of any one of the following events:
(a) the failure by the Board to reelect or appoint the Executive to a position with duties, functions and responsibilities substantially equivalent to the position held by the Executive on the Control Change Date;
(b) a material modification by the Board of the duties, functions responsibilities of the Executive without his consent;
(c) the failure of the Company to permit the Executive to exercise such responsibilities as are consistent with the Executive's position and are of such a nature as are usually associated with such office of a corporation engaged in substantially the same business as the Company;
(d) the Company requires the Executive to relocate his employment more than fifty (50) miles from his place of employment, without the consent of the Executive, excluding reasonably required business travel or temporary assignments for a reasonable period of time;
(e) a reduction in Executive's compensation or benefits; or
(f) the Company shall fail to make a payment when due to the Executive.
Trigger Event. A Trigger Event means, for purposes of this Agreement, the occurrence of any one of the following events:
(a) the failure by the Company or the Bank to reelect or appoint the Executive to a position with duties, functions and responsibilities substantially equivalent to the position held by the Executive on the Control Change Date;
(b) a material modification by the Company or the Bank of the title, duties, functions or responsibilities of the Executive without his written consent;
(c) the failure of the Company or the Bank to permit the Executive to exercise such responsibilities as are consistent with the Executive's position and of such a nature as are usually associated with such office of a corporation engaged in substantially the same business as Xxxxxxx;
(d) the Company or the Bank requires the Executive to relocate his employment more than fifty (50) miles from his place of employment, without the written consent of the Executive, excluding reasonably required business travel or temporary assignments for a reasonable period of time;
(e) any decrease, without the Executive’s written consent, in the Executive’s (i) annual base salary, (ii) target or maximum annual cash incentive award opportunity or (iii) target annual equity incentive award opportunity;
(f) the Company or the Bank shall fail to make a payment when due to the Executive; or
(g) a breach by Xxxxxxx of the obligations set forth in Article 15 of this Agreement.
Trigger Event. After the occurrence and during the continuation of a Trigger Event or Adjusted Trigger Event, the Borrower shall cause each of the Group Members to make the maximum amount of cash distributions to its respective parent entity that it is not prohibited from making under the terms of the Subsidiary Loan Documents directly into the Account.
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Trigger Event. 1. Any occurrence of any one or more of the following will constitute a “Trigger Event”:
(a) Investor does not timely receive the number of Conversion Shares stated in any Conversion Notice under this Debenture or any other agreement with Investor for any reason whatsoever, time being of the essence, including without limitation the issuance of restricted shares if counsel for Company or Investor provides a legal opinion that shares may be issued without restrictive legend;
(b) Any violation of or failure to timely perform any covenant or provision of this Warrant, the Securities Purchase Agreement, any Transaction Document or any other agreement with Investor, related to payment of cash, registration or delivery of Conversion Shares, time being of the essence;
(c) Any violation of or failure to perform any covenant or provision of this Warrant, the Securities Purchase Agreement, any Transaction Document or any other agreement with Investor, which in the case of a default that is curable, is not related to payment of cash, registration or delivery of Conversion Shares, and has not occurred before, is not cured within 5 Trading Days of written notice thereof;
(d) Any representation or warranty made in the Securities Purchase Agreement, any Transaction Document or any other agreement with Investor will be untrue, incorrect, or misleading in any material respect as of the date when made or deemed made;
(e) The occurrence of any default or event of default under any material agreement, lease, document or instrument to which the Company or any subsidiary other than CATI Operating LLC, a Texas limited liability company (“CATI”) is obligated, including without limitation of an aggregate of at least $500,000 of indebtedness;
(f) While any Registration Statement is required to be maintained effective, the effectiveness of the Registration Statement lapses for any reason, including, without limitation, the issuance of a stop order, or the Registration Statement, or the prospectus contained therein, is unavailable to Investor sale of all Conversion Shares for any 5 or more Trading Days, which may be non-consecutive;
(g) The suspension from trading or the failure of the Common Stock to be trading or listed on the Trading Market;
(h) The Company notifies Investor, including without limitation, by way of public announcement or through any of its attorneys, agents or representatives, of its intention not to comply, as required, with a Conversion Notice under this Debentu...
Trigger Event. In the event that an Investor (as defined in the Series A-1 Purchase Agreement) does not timely and completely fulfill his, her or its Future Funding Obligations (as defined in the Series A-1 Purchase Agreement) in the Qualified Financing pursuant to the terms of Series A-1 Purchase Agreement, then (i) all shares of New Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such Investor, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of New Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Preferred Stock (as defined in the Series A-1 Purchase Agreement), all Series A-2 Stock, all Series A-3 Stock and all Series A-4 Stock issued to such Investor pursuant to the Automatic Reclassification (as defined in the Series A-1 Purchase Agreement) (the “Repurchased Shares”) for a per share purchase price equal to the par value of such Repurchased Share and all such Repurchased Shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, in accordance with Section 4(e) of the Series A-1 Purchase Agreement and Section 9.(b) below. The conversion and repurchase of shares to the Corporation set forth in this Section 9.(a) is referred to as a “Subsequent Closing Adjustment”.
Trigger Event. In the event that any holder of shares of Series A Preferred Stock fails to fulfill its entire obligation to participate in the Milestone Closing (as defined below) by purchasing, in the aggregate, in the Milestone Closing such holder’s Designated Amount (as defined below), then (i) each share of Preferred Stock held by such holder shall automatically, effective upon, subject to, and concurrently with the consummation of the Milestone Closing and without any further action on the part of such holder, be converted into a number of shares of Common Stock equal to the quotient of (a) the number of shares of Common Stock into which such share of Preferred Stock is convertible pursuant to Subsection 4.1.1 immediately prior to the consummation of such Milestone Closing, divided by (b) ten and (ii) (a) nine out of every ten shares of Common Stock issued upon conversion of Preferred Stock and held by such holder as of immediately prior to the Milestone Closing shall immediately be deemed surrendered and cancelled without any action on the part of such holder, (b) the certificate or certificates formerly Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. evidencing the shares of Common Stock held by such holder prior to such cancellation shall be deemed only to represent the portion of such shares remaining outstanding following such cancellation, and (c) upon surrender of such certificate or certificates (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) for such shares of Common Stock, the Corporation shall issue and deliver to such holder, a certificate or certificates for the number of full shares of Common Stock that remain outstanding in accordance with the provisions hereof. For purposes of determining whether a holder of Preferred Stock has purchased in the Milestone Closing its Designated Amount, all shares of Preferred Stock purchased by Investor Affiliates (as defined below) of such holder in the Milestone Closing shall be aggregated with the shares of Preferred Stock purchased by such holder in the Milestone Closing (provided that no ...
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