Buyer Triggering Event definition

Buyer Triggering Event shall be deemed to have occurred if: (i) the Board of Directors of Seller shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Buyer its recommendation in favor of the adoption and approval of this Agreement and the Acquisition; (ii) Seller shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of Seller in favor of the adoption and approval of this Agreement and the Acquisition; (iii) the Board of Directors of Seller shall have approved or recommended any Seller Acquisition Proposal; (iv) Seller shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Seller Acquisition Proposal; (v) a tender or exchange offer relating to securities of Seller shall have been commenced by a person unaffiliated with Buyer, and Seller shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement that Seller recommends rejection of such tender or exchange offer; or (vi) Seller shall have breached in any material respect the terms of Section 4.07 hereof, or (vii) the stockholders of Seller shall have failed to approve the Agreement.
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Buyer Triggering Event shall be deemed to have occurred if Buyer or any director, officer or agent of Buyer shall have willfully and intentionally breached the provisions set forth in Section 4.5, or Section 5.2 of the Agreement.
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Buyer Triggering Event shall be deemed to have occurred if: (i) the Board of Directors of Buyer shall have failed to recommend that Buyer’s stockholders vote to approve the Merger or shall for any reason have withdrawn or shall have modified in a manner adverse to Organovo the Buyer Board Recommendation, including pursuant to a Buyer Board Adverse Recommendation Change; (ii) the Board of Directors of Buyer shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (iii) Buyer or any director, officer or agent of Buyer shall have breached the provisions set forth in Section 4.5 in any material respect.
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Examples of Buyer Triggering Event in a sentence

  • A Buyer Triggering Event shall not have occurred and remain continuing.


More Definitions of Buyer Triggering Event

Buyer Triggering Event shall be deemed to have occurred if: (i) the Buyer Board or any committee thereof shall for any reason have made an Adverse Recommendation Change or otherwise withdrawn its recommendation in favor of the adoption and approval of this Agreement and the approval of the Transactions, (ii) Buyer shall have failed to include in the Buyer Proxy Statement the recommendation of the Buyer Board, (iii) the Buyer Board or any committee thereof shall have approved or recommended any Acquisition Proposal, (iv) Buyer shall have entered into any letter of intent or similar document or any agreement, Contract or commitment accepting any Acquisition Proposal, or (v) Buyer shall have breached (or deemed to have breached) in any material respect any material obligations set forth in Section 6.1.
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Buyer Triggering Event means the occurrence of any of the following prior to the end of the Third Earn-Out Period: (i) a sale of all or substantially all of the assets of Buyer; (ii) a sale of all or substantially all of the assets of the Earn-Out Business; (iii) a sale of voting securities by shareholders of Buyer in a negotiated transaction approved by the Buyer’s Board of Directors (including in a merger transaction), for purposes of clarification excluding any issuances of securities by Buyer in order to raise capital, resulting in more than 50% of the voting securities of Buyer being held by an unaffiliated third party; (iv) the termination of the employment of Xxxxx by Buyer other than for Cause (as such term is defined in the Xxxxx Employment Agreement); (v) the termination of the employment of Xxxxx with Buyer by Xxxxx due to a Buyer Triggering Event for Good Reason; or (vi) a violation by Buyer of any of its covenants set forth in Section 6.12(a)-(c), but only if Buyer does not cure such violation within ninety (90) days following Buyer’s receipt of written notice from the Company describing and declaring such violation.
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Buyer Triggering Event means the death or Disability of Xxxxx Xxxx.
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Buyer Triggering Event shall be deemed to have occurred if: (a) Buyer shall have failed to include in the Proxy Statement the Buyer Board Recommendation or shall have made a Buyer Board Adverse Recommendation Change, (b) the Buyer Board shall have failed to publicly reaffirm the Buyer Board Recommendation within ten Business Days after the Company so requests in writing after public announcement of an Acquisition Proposal that does not constitute and would not be reasonably likely to result in a Superior Offer (provided, that the Buyer Board shall only be required to make such affirmation two times for any specific Acquisition Proposal); (c) the Buyer Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (d) Buyer shall have entered into any letter of intent or similar document relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.4).
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Related to Buyer Triggering Event

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • 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.

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

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

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Triggering Events means each of the following events:

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Company Termination Event means any of the following:

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

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

  • Control Transaction means any of the following transactions or any combination thereof:

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Prepayment Distribution Trigger With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • 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.

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

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Carve-Out Trigger Notice means a written notice delivered by the Administrative Agent or the Required Lenders (which delivery may be made by any electronic method of transmission) to the Borrower and its counsel, the United States Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and continuance of an Event of Default, and stating that the Post-Carve-Out Trigger Notice Cap has been invoked.

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

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

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