Return Event means the occurrence of the applicable Default Return Event or the DSCR Return Event with respect to any Cash Management Event that has occurred; provided that, notwithstanding anything to the contrary herein, no “Return Event” may occur (i) with respect to any Cash Management Event caused by an Event of Default, or (ii) if, during the applicable Cash Management Period, any additional Cash Management Event has occurred and is continuing, or (iii) if a Cash Management Period has commenced an aggregate of three (3) times.
Return Event has the meaning set forth in Section 11.2.
Return Event means the first of the following to occur during the Term or, in the event a Return Event described under clause (iv) has already occurred, the next to occur of the following during the term:
(i) an initial public offering (an "IPO") of the Employer's common stock (the "Employer Stock");
(ii) a sale or transfer of Employer Stock (including by way of merger, consolidation or similar transaction) following which one or more persons other than the Parent beneficially owns 50% or more of the Employer Stock (for all purposes of this Annex I and the Employment Agreement, "beneficial ownership" will be determined pursuant to Rule l3d-3 promulgated under the Securities Exchange Act of 1934);
(iii) a sale or transfer of all or substantially all the assets of the Employer and its subsidiaries taken as a whole (an "Asset Transfer"); or
(iv) a Change in Control of the Parent, provided that either Senior Executive may elect, within five business days after the Deemed Proceeds with respect to such Change in Control are determined, to not treat such Change in Control as a Return Event (it being understood that if such election is made, any subsequent Change in Control of the Parent would, absent such election, be treated as a Return Event);
(v) The death or Total Disability of a Senior Executive; provided, that a Return Event shall be considered to have occurred only for the Senior Executive who died or was disabled, with such Senior Executive (or his estate) being paid in connection therewith his share of the Senior Executives' 15% of any Upside as provided in Section 1 above and the other Senior Executive only being paid his share when the next Return Event occurs; or
(vi) a Renewal Failure or a Termination Without Cause, provided that a Return Event shall be considered to have occurred only for the Senior Executive for which there was a Renewal Failure or a Termination Without Cause, with such Senior Executive being paid in connection therewith his share of the Senior Executives' 15% of any Upside as provided in Section 1 above and the other Senior Executive only being paid his share when the next Return Event occurs.
Examples of Return Event in a sentence
In this context, “restriction” includes the right of the Company to the return of the Common Shares upon a Return Event.
When a Return Event or Release Date occurs, the Company shall promptly deliver the certificate for the applicable Common Shares to the Company or to the Participant, as the case may be.
In the event that a Return Event under clause (iv) of Section 2 below has occurred and the Senior Executives have elected to treat such event as a Return Event, the percentage amount to which the Senior Executives are entitled pursuant to Section 1(a) above with respect to any subsequent Return Event shall be reduced by the percentage that the Senior Executives elected to receive in connection with such earlier Return Event.
If Parent Group shall deliver the Substitute Letter of Credit to the Company after a LC Default Draw, or there shall have occurred a Return Event, the Company shall within two (2) Business Days return the Funds to Parent Group.
All LC Default Draw funds, together with all interest thereon (collectively, the “Funds”), shall be held by the Company until the earliest of (i) delivery of a Substitute Letter of Credit, (ii) a Return Event or (iii) a termination of this Agreement as described in Section 7.02(c) hereof.
More Definitions of Return Event
Return Event has the meaning given in Clause 22.2 (Title to the TyphoonTM Units);
Return Event has the meaning given in Clause 22.2 (Title to the TyphoonTM Units); “Rules” has the meaning given to it in Clause 32.2.1 (Arbitration); “Saudi Anti-Bribery Law” means the Saudi Arabia Anti-Bribery Law issued pursuant to Royal Decree No. M/36 dated 29/12/1412H (corresponding to 30 June 1992), including any amendment, supplement, replacement or other modification thereto from time to time together with any relevant regulations; “Saudi Arabian Accounting Standards” means accounting standards which are in compliance with regulations and standards promulgated by MoC and the Saudi Organization for Certified Public Accountants and where a particular standard is not promulgated thereby and to the extent permissible in the Kingdom; “SAR” means the lawful currency of the Kingdom; “Share(s)” means any share(s) in the Share Capital, and “Shareholding” shall be construed accordingly;
Return Event has the meaning given to that term in the Shareholders’ Agreement;
Return Event means, if the Release Condition has not previously been satisfied, the earliest of (i) an event, fact or circumstance that occurs on or prior to the Release Deadline which, in the reasonable opinion of PERC, causes PERC to be unable to satisfy the Release Condition on or before the Release Deadline; (ii) PERC voluntarily commencing any proceeding or filing any petition seeking liquidation, reorganization, winding up, adjustment, protection, composition of it or its debts or other relief under the bankruptcy, insolvency, receivership or similar law of any applicable jurisdiction; or (iii) the commencement of an involuntary proceeding or the filing of an involuntary petition seeking liquidation, reorganization, winding up, adjustment, protection, composition of PERC or its debts or other relief in respect of PERC or its debts under any bankruptcy, insolvency, receivership or similar law of any applicable jurisdiction and (A) substantially all of the relief sought in such proceeding or petition is granted and remains undismissed for a twenty day period or (B) such proceeding or petition shall continue unstayed or undismissed for such twenty day period.
Return Event means the occurrence of the applicable Default Return Event or the DSCR Return Event with respect to any Triggering Event that has occurred. For the avoidance of doubt, no Return Event may occur with respect to any Triggering Event caused by the occurrence of an Event of Default.
Return Event shall have occurred if:
Return Event has the meaning set forth in Section 13.4. "Second Good Faith Deposit" has the meaning set forth in Section 3.2. "Section 9.2 Letter" has the meaning set forth in Section 9.2. "Seller" has the meaning set forth in the Background. "Seller Non-Closing Event" has the meaning set forth in Section 9.2.13. "Seller's Certificate" has the meaning set forth in Section 9.2.1. "Seller Indemnitee" has the meaning set forth in Section 12.2.1. "Seller Remedies" has the meaning set forth in Section 13.4(b). "Seller's Designees" has the meaning set forth in Article 5. "Seller's Financial Statements" has the meaning set forth in Section 5.20. "Seller's Surviving Product and Warranty Liability" has the meaning set forth in Section 12.7.1. "Software" has the meaning set forth in Section 2.1. "Stage 1 Information" has the meaning set forth in Section 5A.1. "Stage 2 Information" has the meaning set forth in Section 5A.1. "Subordination Agreement" has the meaning set forth in Section 3.2(a)(iv). "Supply Agreement" has the meaning set forth in Section 9.1.6.