Participation Event definition

Participation Event has the meaning ascribed to such term in Section3.6(b).
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Participation Event means (i) any Change in Control, or (ii) any consolidation, merger, binding share exchange or reorganization to which the Corporation is party, except a consolidation, merger, share exchange or reorganization in which the Corporation is the continuing corporation and which does not result in any exchange or conversion of the outstanding shares of any class or series of capital stock of the Corporation, any distribution, issuance of securities or payment of other consideration to the holders of the outstanding shares of any class or series of capital stock of the Corporation, or change in the outstanding shares of
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Participation Event means that a Basket Company takes a stake exceeding 20.00 per cent. of another separate Basket Company comprised within the same basket of Shares;
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Examples of Participation Event in a sentence

  • Any benefits provided to an Employee under the Plan, including the right to receive any portion of the Employee Participation Amount, shall NOT vest until the occurrence of a Participation Event.

  • No termination, modification, or amendment of the Plan may occur after a Participation Event without the written consent of a majority of the Eligible Employees.

  • The EXCO Holdings' Board of Directors may modify, revise, or terminate this Plan at any time and from time to time prior to a Participation Event.

  • Employee Stock Participation Plan (the "Plan") is intended to provide a method whereby employees of EXCO Resources, Inc., a Texas corporation ("EXCO"), which is the wholly-owned subsidiary of EXCO Holdings Inc., a Delaware corporation ("EXCO Holdings"), will have an opportunity to share in proceeds received on the occurrence of a Participation Event (defined in Section 6 below) as though such employees were shareholders of EXCO Holdings.

  • Upon the occurrence of an Automatic Swing Line Participation Event, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice each Revolving Lender’s Pro Rata Share of the outstanding Swing Line Loan or Loans (provided, that failure of the Administrative Agent to deliver such notice shall not relieve the Revolving Lenders of their obligations to acquire participations in Swing Line Loans or to make Revolving Loans under this Section 2.4.5).

  • Any fees or other consideration given to any Purchaser or to the holder of any Convertible Note to obtain his or its consent or waiver under or with respect to this Agreement shall be given pro rata to the consenting parties (based on the number of shares Common Stock into which their Convertible Preferred Stock outstanding is convertible (determined prior to a Participation Event, including in such calculation shares issuable upon conversion of the Convertible Notes (if the holder so consents).

  • The Administrator may modify, revise, or terminate this Plan at any time and from time to time prior to a Participation Event.

  • If any Participation Event occurs, the Corporation shall give the holders of the Series C Preferred Stock and the holders of the Series B Preferred Stock written notice thereof promptly, and in any event not later than the fifth Business Day after the Corporation has knowledge of such occurrence, and such notice shall summarize the material facts relating to such Participation Event.

  • In the event the Company determines that a Dosing Event or a Participation Event has occurred, the Company shall so certify to the holders thereof in writing in the form attached hereto and as promptly as practicable, but in any event within four (4) business days of such occurrence, issue a public announcement of such event.

  • Employee Stock Participation Plan (the "Plan") is intended to provide a method whereby employees of EXCO Resources, Inc., a Texas corporation ("EXCO"), which is the wholly-owned subsidiary of EXCO Holdings Inc., a Delaware corporation ("EXCO Holdings"), and employees of any EXCO subsidiary will have an opportunity to share in proceeds received on the occurrence of a Participation Event (defined in Section 6 below) as though such employees were shareholders of EXCO Holdings.


More Definitions of Participation Event

Participation Event means: (A) a Reorganization (as defined in Section 2(d)(vii) hereof), or (B) a transaction or series of transactions, other than any equity financings approved by the Board of Directors, in which any beneficial owner or group (as those terms are defined under Section 13(d) of the Securities Exchange Act of 1934, as amended the “Exchange Act”) that does not prior to such transaction or series of transactions beneficially own more than fifty percent (50%) of the voting securities of the Corporation acquires beneficial ownership of more than fifty percent (50%) of the voting securities of the Corporation; provided, however, that a Participation Event shall not extend to any Reorganization involving (1) only a change in the state of incorporation of the Corporation, (2) a merger of the Corporation with or into a wholly-owned subsidiary of the Corporation which is incorporated in the United States of America, or (3) an acquisition by merger, reorganization or consolidation, in which the Corporation is substantively the surviving corporation and operates as a going concern, of another corporation which is incorporated in the United States of America and which is engaged in a business similar to or related to the business of the Corporation and, in the case of clauses (1), (2) and (3), which does not involve a change in the terms of the Convertible Preferred or the Common Stock.
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Participation Event has the meaning ascribed to such term in Section 1(b).
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Participation Event shall have the meaning set forth in the Senior Preferred Certificate of Designation.
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Participation Event means (i) a sale of all or substantially all of the assets of the Company, or (ii) a merger or consolidation of the Company with or into any other corporation (other than a merger or consolidation in which shares of the Company's Voting Securities outstanding immediately before such merger or consolidation are exchanged or converted into or constitute shares which represent more than 50% of the surviving entity's Voting Securities after such consolidation or merger), or (iii) a transaction or a series of transactions in which a Person or a group of Persons (as defined in Rule 13d-5(b)(I) of the Exchange Act) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the Voting Securities of the Company, or (iv) a Qualified Public Offering, or (v) a Liquidity Event, or (vi) a liquidation, dissolution of winding-up the Company. A Participation Event shall not extend to any reorganization, merger or consolidation involving (1) only a change in the state of incorporation of the Company, (2) a merger of the Company with or into a wholly-owned subsidiary of the Company that is incorporated in the United States of America, or (3) an acquisition by merger, reorganization or consolidation, in which the Company is substantively the surviving corporation and operates as a going concern and is not the target in any such acquisition, of another corporation incorporated in the United States of America that is engaged in a business similar or related to the business of the Company and which does not involve a recapitalization of the Series C Preferred Stock.
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Participation Event means (i) a sale of all or substantially all of the assets of the Company, or (ii) a merger or consolidation of the Company with or into any other corporation (other than a merger or consolidation in which shares of the Company's Voting Securities outstanding immediately before such merger or consolidation are exchanged or converted into or constitute shares which represent more than 50% of the surviving entity's Voting Securities after such consolidation or merger), or (iii) a transaction or a series of transactions in which a Person or a group of Persons (as defined in Rule 13d-5(b)(I) of the Exchange Act) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the Voting Securities of the Company, or (iv) a Liquidity Event, or (v) a liquidation, dissolution of winding-up the Company. A Participation Event shall not extend to any reorganization, merger or consolidation involving (1) only a change in the state of incorporation of the Company, (2) a merger of the Company with or into a wholly-owned subsidiary of the Company that is incorporated in the United States of America, or (3) an acquisition by merger, reorganization or consolidation, in which the company is substantively the surviving corporation and operates as a going concern and is not the target in any such acquisition, of another corporation incorporated in the United States of America that is engaged in a business similar or related to the business of the Company and which does not involve a recapitalization of the Series B Preferred Stock.
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Related to Participation Event

  • Commitment Termination Event means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

  • Reduction Event means any of the following:

  • 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.

  • Benchmark Modification or Cessation Event means, in respect of the Benchmark any of the following has occurred or will occur:

  • 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.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • 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.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • 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.

  • 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.

  • Put Option Event means a Change of Control Event.

  • 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.

  • 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.

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

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Compensation Event means any of the following events or circumstances if and to the extent that it interferes adversely with, or causes a failure of, the carrying out of the Design, the Construction or the Services, causes an Unavailability Event or causes Direct Losses to Project Co or any Project Co Person:

  • Rejection Event means, in respect of the Benchmark, the relevant competent authority or other relevant official body rejects or refuses or will reject or refuse any application for authorisation, registration, recognition, endorsement, equivalence, approval or inclusion in any official register which, in each case, is required in relation to the Securities, the Benchmark or the administrator or sponsor of the Benchmark under any applicable law or regulation for the Issuer or any other entity to perform its obligations in respect of the Securities.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Designated Event with respect to X means that:—

  • Termination Event means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

  • OBFR Index Cessation Event means the occurrence of one or more of the following events: