Preliminary Event definition

Preliminary Event means an involuntary termination of the Executive’s employment by the Company without Cause prior to a Change in Control and the expiration of the Term; provided that Executive reasonably demonstrates that such termination (i) was requested by a party other than the Board that has taken other steps reasonably calculated to result in a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control.
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Preliminary Event means any of the following events or transactions occurring on or after the date hereof: (1) Issuer or any Issuer Subsidiary (as defined below), without having received Grantee's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined below) with any person (the term "person" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "1934 Act")) other than Grantee or any Grantee Subsidiary (as defined below) or the Board of Directors of Issuer (the "Issuer Board") shall have recommended that the shareholders of Issuer approve or accept any Acquisition Transaction other than the Merger. For purposes of this Agreement:
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Preliminary Event means the occurrence of any one or more of the following: (i) the Company enters into a letter of intent, an agreement in principle or a definitive agreement relating to an Event described in Paragraph J above which ultimately results in such an Event described in Paragraph J hereof, (ii) a tender or exchange offer or proxy contest is commenced which ultimately results in an Event described in Paragraph J hereof, or (iii) there shall be an involuntary termination of Employee’s employment with the Company and its Subsidiaries at the initiative of the Company without Cause or any of the events which constitute a Constructive Involuntary Termination of employment of the Employee has occurred, and the Employee reasonably demonstrates that such event (x) was requested by a party other than the Board that has previously taken other steps reasonably calculated to result in an Event described in Paragraph J above and which ultimately results in an Event described in Paragraph J hereof or (y) otherwise arose in connection with or in anticipation of an Event described in Paragraph J above that ultimately occurs.
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Examples of Preliminary Event in a sentence

  • The objective of the Preliminary Event is to demonstrate individual contestants’ 5G RAN subsystems that utilize open interfaces and operate as part of an emulated and end-to-end standalone (SA) 5G system in the CableLabs host lab.

  • Additional “5G Challenge Preliminary Event: RAN Subsystem Interoperability” documents intended to be released include the following: • Host Lab Specification • Scoring Guide and Metrics • Participation Agreement • Technical Paper Guidelines • Frequently Asked Questions (FAQ) All of the above documents will be published on the 5G Challenge webpage at Challenge.gov.

  • During the 5G Challenge Preliminary Event, equipment may be used to photograph, record video and sound, and film footage in connection with the production of documentary content by third-party producer(s).

  • The rules outlined herein apply to all contestants in the Preliminary Event.

  • This document defines the rules for 5G Challenge Preliminary Event: RAN Subsystem Interoperability.

  • The Technical Summary Papers will be evaluated and approved according to the Preliminary Event Technical Summary Paper Guidelines.

  • CableLabs, the host lab for the 5G Challenge Preliminary Event, is a not-for-profit innovation and R&D lab that has global impact through its 63 member companies serving more than 150 million households and mobile users worldwide with its state-of-the-art research facility and collaborative ecosystem.

  • To apply to the 5G Challenge Preliminary Event, contestants must: • Already have a functioning version of one or more subsystems that exercise the interfaces and subsystems described in Section 2.5 • Meet the Eligibility requirements detailed in Section 3.1.2 • Submit a white paper, as described in Section 3.1.3 • [Optional for Stage One] Submit a software bill of materials, as described in 3.1.4 After all applications are reviewed, the Stage Two field of Preliminary Event contestants will be announced.

  • Participation in the 5G Challenge Preliminary Event will be governed by the 5G Challenge Preliminary Event Participation Agreement.

  • Participation in the Preliminary Event will be a multi-stage process, which is summarized here and further defined in Section 3.

Related to Preliminary Event

  • Preliminary Purchase Event means any of the following events:

  • Preliminary Default Notice shall have the meaning ascribed thereto in Article 13 of this Agreement;

  • Preliminary Work means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching).

  • Preliminary Notice means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the underlying Event of Default.

  • 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.

  • Extraordinary Event means a Merger Event, Tender Offer, Nationalisation, Insolvency or Delisting, as the case may be.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

  • Preliminary Approval Date means the date on which the Court enters the Preliminary Approval Order.

  • Delay Event means: (i) a tsunami, flood, cyclone, earthquake, bushfire or other act of nature; (ii) riot, civil commotion, war, invasion or a terrorist act; (iii) an imminent threat of an event in paragraphs (i) or (ii); or (iv) compliance with any lawful direction or order by a Government Agency;

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Preliminary Approval means the Court’s Order Granting Preliminary Approval of the Settlement.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • 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.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’s obligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates,(c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or (d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • 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.

  • Extraordinary Events Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

  • Covenant Suspension Event has the meaning assigned to it in Section 3.22(b).

  • preliminary inquiry or "intake" means a mandatory, preadjudicatory interview of the juvenile and, if available, the parents, legal guardian, or other custodian of the juvenile, which is performed by a duly authorized individual to determine whether a juvenile comes within the purview of the Oklahoma Juvenile Code, whether nonadjudicatory alternatives are available and appropriate, and if the filing of a petition is necessary;

  • Substitution Event means, in respect of a Share, any Nationalization, Insolvency or Delisting in respect of such Share, or any Merger Event or Tender Offer in respect of such Share that is deemed by the Calculation Agent to be a Substitution Event, or an occurrence and continuation for at least eight consecutive applicable Exchange Business Days of a Market Disruption Event in respect of such Share.

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Succession Event means an event such as a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event in which one entity succeeds to the obligations of another entity, whether by operation of law or pursuant to any agreement. Notwithstanding the foregoing, “Succession Event” shall not include an event in which the holders of obligations of the Reference Entity exchange such obligations for the obligations of another entity, unless such exchange occurs in connection with a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event.

  • Additional Default means any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a xxxxxxx xxxxx period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.