First Trigger Date definition

First Trigger Date. As defined in Section 3(a) hereof.

First Trigger Date means the date that is forty-five (45) days following the earliest of (x) the date on which the Company notifies Emerson in writing of the First Trigger, (y) the date on which Emerson makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the First Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson Parent gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the First Trigger; provided that if on such first date members of the Emerson Group beneficially own more than fifty percent (50%) of the outstanding Company Common Stock (and at no point during such forty-five (45) day period beneficially owned less than forty-five percent (45%) of the outstanding Company Common Stock), the First Trigger and the First Trigger Date shall be deemed to not have occurred for all purposes under this Agreement. For the avoidance of doubt, if at any point during such forty-five (45) day period, members of the Emerson Group beneficially own less than forty-five percent (45%) of the outstanding Company Common Stock, the First Trigger Date shall occur regardless of any subsequent acquisition by members of the Emerson Group of additional shares of Company Common Stock.

First Trigger Date means the date that is forty-five (45) days following the earliest of (x) the date on which the Company notifies Xxxxxxx in writing of the First Trigger, (y) the date on which Xxxxxxx makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the First Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson Parent gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the First Trigger; provided that if on such first date members of the Xxxxxxx Group beneficially own more than fifty percent (50%) of the outstanding Company Common Stock (and at no point during such forty-five (45) day period beneficially owned less than forty-five percent (45%) of the outstanding Company Common Stock), the First Trigger and the First Trigger Date shall be deemed to not have occurred for all purposes under this Agreement. For the avoidance of doubt, if at any point during such forty-five (45) day period, members of the Xxxxxxx Group beneficially own less than forty-five percent (45%) of the outstanding Company Common Stock, the First Trigger Date shall occur regardless of any subsequent acquisition by members of the Xxxxxxx Group of additional shares of Company Common Stock.

Examples of First Trigger Date in a sentence

• If, following the First Trigger Date, but prior to the Second Trigger Date or Third Trigger Date, as applicable, Executive’s employment is terminated by the Company (or its successor) without Cause, any portion of the Retention Payment not paid to Executive as of the date of such termination shall be paid to Executive on the next regular payroll date immediately following the date of such termination.

• As a condition for the Company being obligated to call a Special Election Meeting and as a condition for nominations of individuals for election to the Board of Directors to be properly brought before the Special Election Meeting by Holders pursuant to Section 3(e) hereof, the Holders must have given notice thereof in writing to the Secretary of the Company not later than 5:00 p.m., Eastern Time, on the 10th day after the First Trigger Date or the Second Trigger Date, as applicable.

• If the First Trigger Date (as such term is defined herein) is extended pursuant to the terms of this Agreement, the Post Offering Period shall be extended until such extended First Trigger Date.

• Such Special Election Meeting shall occur as soon as practicable following the First Trigger Date, but in no event more than 60 days after the First Trigger Date.

• Prior to the First Trigger Date, none of Agency Markets or any of its Subsidiaries shall enter into any agreement with any member of the Liberty Mutual Affiliated Group, or with any member of the Liberty Mutual Affiliated Group and a third party, without obtaining the prior written consent of Liberty Mutual.

More Definitions of First Trigger Date

First Trigger Date means the first date on which the members of the Citigroup Affiliated Group cease to Beneficially Own, in the aggregate, shares entitled to fifty percent (50%) or more of the votes entitled to be cast by the holders of then outstanding Common Stock.

First Trigger Date means the date that is 45 days following the earliest of (x) the date on which New AspenTech notifies Emerson Sub in writing of the Emerson Group ceasing to beneficially own more than 50% of the outstanding shares of Common Stock (the “First Trigger”), (y) the date on which Emerson Sub makes an amendment to this Schedule 13D to disclose the First Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the First Trigger; provided that if on such first date the Emerson Group beneficially owns more than 50% of the outstanding shares of Common Stock (and at no point during such 45-day period beneficially owned less than 45% of the outstanding shares of Common Stock), the First Trigger and the First Trigger Date will be deemed to not have occurred (for the avoidance of doubt, if at any point during such 45-day period, the Emerson Group beneficially owns less than 45% of the outstanding shares of Common Stock, the First Trigger Date will occur regardless of any subsequent acquisition by the Emerson Group of additional shares of Common Stock);

First Trigger Date means the date that is the earlier of (i) December 31, 2023 and (ii) 30 days prior to the deadline for the nomination of directors pursuant to the Company’s bylaws for the Company’s 2024 annual meeting of stockholders.

First Trigger Date means the first date on which the members of the Liberty Mutual Affiliated Group cease to Beneficially Own, in the aggregate, shares entitled to more than fifty percent (50%) of the votes entitled to be cast by the holders of then outstanding Common Stock.

First Trigger Date means the first day occurring on the last date of a calendar month and following the first withdrawal of the Financing, on which the Available Equity Capital is equal to an amount less than the Required Capital, as determined by the Association on the basis of documentation satisfactory to the Association provided by ATI, in accordance with the World Bank Disbursement Guidelines.

First Trigger Date means the first of: (i) the date on which LABCORP, its Affiliates and sublicensees net collected revenue from performance of Assays (excluding Research Assays) exceeds [CONFIDENTIAL TREATMENT REQUESTED]/*/, or (ii) the date on which LABCORP, its Affiliates and sublicensees have processed and billed for [CONFIDENTIAL TREATMENT REQUESTED]/*/ Assays (excluding Research Assays) regardless of whether the Assays have been reimbursed.

First Trigger Date means the 30th day following the termination of the Merger Agreement for any reason.