Second Trigger definition

Second Trigger means the members of the Emerson Group ceasing to beneficially own more than forty percent (40%) of the outstanding Company Common Stock.

Second Trigger means the members of the Xxxxxxx Group ceasing to beneficially own more than forty percent (40%) of the outstanding Company Common Stock.

Second Trigger means the members of the Ivory Group ceasing to beneficially own more than 40% of the outstanding Company Common Stock.

Examples of Second Trigger in a sentence

• Until the Second Trigger Date, Ivory shall have the right to review and approve the charter for each committee and subcommittee of the Company Board (other than any RPT Committee).

• Until the Second Trigger Date, the Company shall promptly notify Ivory Parent after the Company becomes aware (but no later than two Business Days after it becomes so aware) of any ethics allegations involving violations of Law, members of senior management or financial reporting issues, any material investigations (internal or external), or any material audit or Action regarding or involving any member of the Company Group.

• Until the Second Trigger Date, the Company shall keep Ivory Parent reasonably apprised of the status of each such allegation, investigation, audit or Action, consult with Ivory Parent with respect thereto and consider in good faith any comments or suggestions from Ivory Parent.

• Until the Second Trigger Date, Ivory shall have the right to designate the chair of each Other Committee.

More Definitions of Second Trigger

Second Trigger means, on any Valuation Date, where DBAG has Xxxxx’x rating(s) which are at or below the levels set forth for the “Second Trigger” in Appendix 2 to Table 1 attached hereto.

Second Trigger has the meaning given in Section 17.1.1.

Second Trigger has the meaning set out in Exhibit D – Section 3

Second Trigger has the meaning specified in the related Swap Agreement.

Second Trigger means the earlier of (a) the date on which the Company initiates***** or (b) the date on which*****

Second Trigger means the members of the Emerson Group ceasing to beneficially own more than forty percent (40%) of the outstanding Company Common Stock. “Second 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 Second Trigger, (y) the date on which Emerson makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the Second 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 Second Trigger; provided that if on such first date members of the Emerson Group beneficially own more than forty percent (40%) of the outstanding Company Common Stock (and at no point during such forty-five (45) day period beneficially owned less than thirty-five percent (35%) of the outstanding Company Common Stock), the Second Trigger and the Second 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 thirty-five percent (35%) of the outstanding Company Common Stock, the Second Trigger Date shall occur regardless of any subsequent acquisition by members of the Emerson Group of additional shares of Company Common Stock. “sole discretion” means being entitled to consider only such interests and factors as the Person making such determination desires, including solely its own interests, without having any duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company or any other Person. 7 TABLE OF CONTENTS “Subsidiary” means, with respect to any Person, (i) any entity (A) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing

Second Trigger means, on any Valuation Date, where BNP Paribas has Xxxxx’x rating(s) which are at or below the levels set forth for the “Second Trigger” in Appendix 2 to Table 1 attached hereto.