Registration Trigger Event definition

Registration Trigger Event means the earlier to occur of (i) such time when Xxxxxx Xxxxxxx, members of his family and trusts for their benefit cease to have, in the aggregate, “beneficial ownership” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of at least 10% of the outstanding equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company or (ii) January 31, 2011 if the Company and Lavazza have not executed the Distribution Agreement as contemplated by the Purchase Agreement unless such parties mutually agree that negotiations for such Distribution Agreement are continuing in good faith.
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Registration Trigger Event means the acquisition by a Claimholder of any shares of Common Stock (including Warrant Shares or Conversion Shares) such that, following such acquisition such Claimholder, together with its Affiliates and Related Funds, beneficially owns, in the aggregate, ten percent (10%) or more of the total amount of all Common Stock then-outstanding (on a fully diluted basis).
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Registration Trigger Event means the earlier to occur of (i) such time when Robert Stiller, members of his family and trusts for their benefit cease to have, in the aggregate, “beneficial ownership” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of at least 10% of the outstanding equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company or (ii) January 31, 2011 if the Company and Lavazza have not executed the Distribution Agreement as contemplated by the Purchase Agreement unless such parties mutually agree that negotiations for such Distribution Agreement are continuing in good faith.
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Examples of Registration Trigger Event in a sentence

  • In the event that a Registration Trigger Event has occurred, then Holder shall be entitled to require the Company to register all of Holder's Registrable Securities in accordance with this Agreement.

  • Notwithstanding the foregoing, it will not be deemed a "Registration Trigger Event" to the extent that Holder desires to engage in a distribution of the Registrable Securities which otherwise requires registration under the Securities Act or in activity which otherwise deems Holder to be a statutory underwriter under Section 5 of the Securities Act.

  • In the event that a Registration Trigger Event has occurred, then Buyer shall be entitled to require the Company to register all of Buyer's Underlying Shares in accordance with this Section 6.

  • Notwithstanding the foregoing, it will not be deemed a "Registration Trigger Event" to the extent that Buyer desires to engage in a distribution of the Underlying Shares which otherwise requires registration under the Securities Act or in activity which otherwise deems Buyer to be a statutory underwriter under Section 5 of the Securities Act.

  • Notwithstanding the foregoing, it will not be deemed a "Registration Trigger Event" to EXHIBIT 99.4 (CONTINUED) the extent that Holder desires to engage in a distribution of the Registrable Securities which otherwise requires registration under the Securities Act or in activity which otherwise deems Holder to be a statutory underwriter under Section 5 of the Securities Act.

  • Notwithstanding anything herein to the contrary, if the Company is requested to effect a Shelf Registration following a Shelf Registration Trigger Event, but the expected event in anticipation of which the Shelf Registration Triggering Event was triggered does not occur, the Investor Holder that made such request shall promptly reimburse the Company for all Registration Expenses incurred by the Company in relation thereto.

  • The Company's obligation hereunder to register Registrable Securities shall arise in the event that Company determines that it has no obligation to remove or instruct the transfer agent to remove the restrictive legend pursuant to Section 10(d) of the Offshore Securities Subscription Agreement dated the date hereof and the Holder has not supplied an opinion of counsel to the contrary as provided in such Section (a "Registration Trigger Event").

  • If a Claimholder does not effectuate a Registration Trigger Event within 90 days from the Plan Effective Date or fails to timely deliver a notice to the Company of a Registration Trigger Event as required by this Agreement, then this Agreement shall become null and void with respect to such Claimholder.

  • This Agreement shall terminate automatically without any action needed by any parties hereto if no Claimholder effectuates a Registration Trigger Event within 90 days from the Plan Effective Date and timely delivers a notice to the Company of a Registration Trigger Event as required by this Agreement.

  • This Agreement will become effective with respect to a Claimholder only upon receipt by the Company of a Registration Trigger Event Notice timely delivered by such Claimholder in connection with a Registration Trigger Event.

Related to Registration Trigger Event

  • Registration Event means the occurrence of any of the following events:

  • Registration decal means an adhesive sticker produced by the department and issued by the

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

  • 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.

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • Sequential Trigger Event With respect to any Distribution Date, a Sequential Trigger Event is in effect if (a) with respect to any Distribution Date occurring before July 2009, the circumstances in which the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.20% and (b) with respect to any Distribution Date occurring in or after July 2009, a Trigger Event is in effect.

  • Registration Date means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

  • Registration Period shall have the meaning specified in Section 5(C), below.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

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

  • Delinquency Trigger Event means, for any Collection Period, the aggregate Principal Balance of Delinquent Receivables that have been Delinquent Receivables for 61 days or more as a percentage of the Pool Balance as of the last day of the Collection Period exceeding or being equal to 6.62%.

  • 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).

  • Registration Deadline means, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of (i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Registration Default As defined in Section 5 hereof.

  • Registration Default Period shall have the meaning assigned thereto in Section 2(c).

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Target Registration Date shall have the meaning set forth in Section 2(d) hereof.

  • Mandatory Trigger Provision means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

  • Registration Filing Date means the date that is 60 days after date of the final closing of the PPO.

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

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