Board Event definition

Board Event means any one of the following events:
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Board Event. The earliest of (i) any failure of the Company in any ----------- - Fiscal Year to achieve at least 80% of the EBITDA performance targets set forth in the Five Year Plan, as amended, for such Fiscal Year, (ii) any Management -- Change, (iii) any Transfer by an MJD Principal in violation of this Agreement, --- which violation is not cured within 30 days after written notice to the Company from either Investor Stockholder describing in reasonable detail such violation and stating that failure to effect such cure within such time period will result in a "Board Event", (iv) the increase in the Investor Stockholders' percentage -- ownership of shares of Common Stock as a result of the cancellation of shares of Common Stock owned by MJD Partners with a Fair Market Value in excess of $5 million in accordance with Article XI of the Stock Purchase Agreement or the payment to the Investor Stockholders of an aggregate amount in excess of $5 million in accordance with Article XI of the Stock Purchase Agreement or any combination of the foregoing actions resulting in aggregate indemnity payments in excess of $5 million, (v) the aggregate investment in the Company and its - subsidiaries by the Investor Stockholders of at least $25 million (the calculation of such $25 million shall include the investments made by the Investor Stockholders on the Closing Date pursuant to the Stock Purchase Agreement), (vi) any default by the Company or any of its subsidiaries under any -- provision of any Financing Document, which default is not cured within 60 days after written notice to the Company from the Investor Stockholders describing in reasonable detail such default and stating that failure to effect such cure within such time period will result in a "Board Event" and (vii) the Transfer by --- MJD Partners of 25% or more of the shares of Common Stock owned by MJD Partners on the Closing Date.
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Board Event means an event or series of events as a result of which, at any time, a majority of the Board is not comprised of Continuing Directors.
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Examples of Board Event in a sentence

  • Forthwith upon the occurrence of a Board Event (as defined below), and for so long as it is continuing, the holders of the Shares will be entitled, voting collectively, to elect three additional directors (for a total of five).

  • Until a Board Event, each Stockholder agrees that it will nominate and ------- elect and will vote all of the shares of Common Stock owned or held of record by it to elect and, thereafter, for such period, to continue in office a Board consisting of seven members, (a) two of whom will be designated for nomination - and election by Carousel, (b) one of whom will be designated for nomination and - election by Xxxxx and (c) four of whom will be designated for nomination and - election by MJD Partners.

  • Notwithstanding anything else in this Agreement, at any time prior to the occurrence of a Board Event, and for a period of six months thereafter, but in no event after February 28, 1998, any action or decision to be taken by the Board of Directors of the Company pursuant to this Agreement shall be taken solely by the Continuing Directors.

  • Upon cure of the Special Board Event, the directors appointed pursuant to this Section 4(c) by the Majority Series A Preferred Holder shall promptly resign or be removed to effectuate such resignation.

  • Upon a Special Board Event, and only during such time as such Special Board Event shall remain uncured, the Majority Series A Preferred Holder shall be entitled to appoint a sufficient number of designees such that the appointees of the Majority Series A Preferred Holder shall constitute a majority of the Corporation's Board of Directors, and the number of directors constituting the entire Board of Directors shall be immediately increased to accommodate such increase.

  • Forthwith upon the occurrence of a Board Event, the holders of the Series 2 Shares together with the holders of the Series 1 Shares and the holders of the Series 3 Shares will, but only for so long as a Board Event is continuing, be entitled, voting collectively, to elect three additional directors (for a total of five).

  • If a Board Event occurs, then, for so long as such conditions persist, the Junior Preference Shares, voting separately as a class from all other shares, will be entitled to an additional three representatives on the Noranda board of directors.

  • Forthwith upon the occurrence of a Board Event, the holders of the Series 1 Shares together with the holders of the Series 2 Shares and the holders of the Series 3 Shares will, but only for so long as a Board Event is continuing, be entitled, voting collectively, to elect three additional directors (for a total of five).

  • The 2022 PSUs and the 2022 RSU grants include the Acceleration Provision (with Change in Board Event measured as of the date of the shareholders meeting).All other employment terms shall remain unchanged.

  • If a Series 123 Director ceases to be a director for any reason other than as a result of a Board Event ceasing to continue, the Board of Directors will fill the vacancy thereby created by appointing as soon as reasonably possible that individual who is nominated by the remaining Series 123 Directors, provided that if there are no remaining 123 Directors then in office, the Board of Directors will select the individuals to be appointed.


More Definitions of Board Event

Board Event means any one of the following events: (i) if four quarterly dividends on the Junior Preference Shares are in arrears, whether or not such dividends have been declared and whether or not there are any monies properly applicable to the payment of dividends; or (ii) if the Adjusted Net Worth for any fiscal quarter is less than US$2,500,000,000.
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Board Event means any one of the following events: (i) if four quarterly dividends on the Junior Preference Shares are in arrears, whether or not such dividends have been declared and whether or not there are any monies properly applicable to the payment of dividends; or (ii) if the Adjusted Net Worth for any fiscal quarter is less than US$2,500,000,000. "Adjusted Net Worth" means, as at the end of any fiscal quarter, the aggregate value of: (i) the outstanding share capital for all shares ranking junior to the Junior Preference Shares; (ii) without duplication, any surplus, whether contributed or capital; (iii) retained earnings; and (iv) consolidated non-controlling interest, all as set forth in the Corporation's consolidated balance sheet for such fiscal quarter filed in accordance with applicable securities laws.
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Related to Board Event

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Designated Event with respect to X means that:—

  • Covered Event means any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Listed Event means any of the events listed in Section 5(a) of this Disclosure Certificate.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Company Termination Event means any of the following:

  • Put Event means the occurrence of any of the following:

  • Discontinuation Event means (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Prior Related Event means any transaction, event, circumstance, action, failure to act, occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun at any time prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of any of the terms of the Credit Agreement or any documents executed in connection with the Credit Agreement or which was related to or connected in any manner, directly or indirectly, to any of the Notes or Letters of Credit.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • Insured Event shall have the meaning given such term in Section 12.4.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.