Stipulated Event definition

Stipulated Event means (a) a Corporate Transaction (as hereinafter defined) or (b) a termination of the Agreement that results from a material breach by the Corporation of the Agreement. "Corporate Transaction" means (A) any consolidation or merger of the Corporation with or into any other corporation or other entity, other than any merger or consolidation resulting in the holders of the capital stock of the Corporation entitled to vote for the election of directors holding a majority of the capital stock of the surviving or resulting corporation or other entity entitled to vote for the election of directors, (B) any person or entity (including any affiliates thereof) becoming the holder of a majority of the capital stock of the Corporation entitled to vote for the election of directors, or (C) any sale or other disposition by the Corporation of all or substantially all of its assets or capital stock.
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Stipulated Event means (a) a “Sale of the Corporation” as defined in the Second Amended and Restated Certificate of Incorporation of the Company or (b) any Event of Default under the Loan Agreement.
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Stipulated Event means (a) a Corporate Transaction (as hereinafter defined) or (b) a termination of the Agreement that results from a material breach by the Corporation of the Agreement. "Corporate Transaction" means (A) any consolidation or merger of the Corporation with or into any other corporation or other entity, other than any merger or consolidation resulting in the holders of the capital stock of the Corporation entitled to vote for the election of directors holding a majority of the capital stock of the surviving or resulting corporation or other entity entitled to vote for the election of directors, (B) any person or entity (including any affiliates thereof) becoming the holder of a majority of the capital stock of the Corporation entitled to vote for the election of directors, or (C) any sale or other disposition by the Corporation of all or substantially all of its assets or capital stock. "FULLY-DILUTED PER SHARE VALUATION ESTABLISHED IN A CORPORATE TRANSACTION" means the value ascribed to the Corporation in the Corporate Transaction divided by the number of Fully-Diluted shares.
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Examples of Stipulated Event in a sentence

  • As used herein, the term "Stipulated Event" shall mean (a) a Corporate Transaction (as hereinafter defined) or (b) a termination of the Agreement that results from a material breach by the Corporation of the Agreement.

  • This Warrant shall become exercisable as to that number of Warrant Shares, and at such times, as are determined in accordance with Exhibit A --------- attached hereto; provided, however, that this Warrant shall become exercisable -------- ------- as to all of the Warrant Shares immediately upon the occurrence of a Stipulated Event.

  • This amended and restated common stock subscription warrant (this "Warrant") shall become exercisable as to that number of Warrant Shares, and at such times, as are determined in accordance with EXHIBIT A attached hereto; PROVIDED, HOWEVER, that this Warrant shall become immediately exercisable as to both the Time Warrant Shares described in Paragraph A of Exhibit A and the Performance Warrant Shares described in Paragraph B of Exhibit A upon the occurrence of a Stipulated Event.

  • Notwithstanding the foregoing to the contrary, this Warrant shall vest and become exercisable as to all of the Warrant Shares immediately upon the occurrence of a Stipulated Event.

  • As used herein, the term "Stipulated Event" shall mean (a) a Corporate Transaction (as hereinafter defined) involving a competitor of AOL listed on Exhibit D hereto (an "AOL Competitor") or (b) a termination of the --------- Agreement that results from a material breach by the Corporation of the Agreement.

  • As used herein, the term "Stipulated Event" shall mean (a) a Corporate Transaction (as hereinafter defined) or (b) a termination of the Agreement that results from a material breach by the Corporation of the Agreement (except for a termination pursuant to Section 16.6(i)(c) or Section 16.6(i)(d) of the Agreement).

  • The Corporation shall give AOL written notice of such Stipulated Event at least five (5) business days prior to the consummation of the Stipulated Event.

  • This Warrant shall become exercisable as to that number of Warrant Shares, and at such times, as are determined in accordance with Exhibit ------- A attached hereto; provided, however, that this Warrant shall become - ----------------- automatically exercisable as to all of the Warrant Shares immediately upon the occurrence of a Stipulated Event with a Warrant Price for such accelerated Warrant shares equal to ninety percent (90%) of the Acceleration Fair Market Value (as defined below).

  • The term probabilities (or, more generally, term weights) in both representations would have been generated by common indexers as discussed in Chapter 2.


More Definitions of Stipulated Event

Stipulated Event means: (A) any consolidation or merger of ModaCAD with or into any other corporation or other entity, other than any merger or consolidation resulting in the holders of the capital stock of ModaCAD entitled to vote for the election of directors holding a majority of the capital stock of the surviving or resulting corporation or other entity entitled to vote for the election of directors. (B) any person or entity (including any affiliates thereof) becoming the holder of a majority of the capital stock of ModaCAD entitled to vote for the election of directors, or (C) any sale or other disposition by ModaCAD of all or substantially all of its assets.
Sample 1
Stipulated Event means (a) a Corporate Transaction (as hereinafter defined) or (b) a termination of either of the Agreements that results from a material breach by the Corporation of such Agreement (except for a termination pursuant to Section 16.6(i)(c) or Section 16.6(i)(d) of such Agreement). "Corporate Transaction" means (A) any consolidation or merger of the Corporation with or into any other corporation or other entity, other than any merger or consolidation resulting in the holders of the capital stock of the Corporation entitled to vote for the election of directors holding a majority of the capital stock of the surviving or resulting corporation or other entity entitled to vote for the election of directors, (B) subject to subsection (b)(D) below, any person or entity (including any affiliates thereof) becoming the holder of a majority of the capital stock of the Corporation entitled to vote for the election of directors, (C) any sale or other disposition by the Corporation of all or substantially all of its assets or capital stock or (D) IDT Corporation becoming the beneficial owner of greater than seventy-five percent (75.0%) of the outstanding capital stock of the Corporation.
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Related to Stipulated Event

  • Designated Event with respect to X means that:—

  • Covered Event means any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.

  • Listed Event means any of the events listed in Section 5(a) of this Disclosure Certificate.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Insured Event shall have the meaning given such term in Section 12.4.

  • Excluded Events has the meaning set forth in Section 6.1(d)(ii).

  • Prior Related Event means any transaction, event, circumstance, action, failure to act, occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun at any time prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of any of the terms of the Credit Agreement or any documents executed in connection with the Credit Agreement or which was related to or connected in any manner, directly or indirectly, to any of the Notes or Letters of Credit.

  • Settlement Disruption Event means each of the following events, as determined by the Calculation Agent in its sole discretion acting in good faith and in a commercially reasonable manner:

  • Specified Event of Default means an Event of Default under Section 7.01(a), (b), (h) or (i).

  • Listed Events means any of the events listed in Section 5(a) of this Disclosure Certificate.

  • Bond Event of Default means the occurrence of any of the following (or such event or condition which with notice or lapse of time or both would constitute any of the following):

  • Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice, constitute an Event of Default.

  • Threshold Event Cure shall have the meaning assigned to such term in Section 5(g).

  • 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.

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • Potential Adjustment Event means any of the following:

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.

  • Put Event means the occurrence of any of the following:

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Redemption Rescission Event means the occurrence of (a) any general suspension of trading in, or limitation on prices for, securities on the principal national securities exchange on which shares of Common Stock or Marketable Securities are registered and listed for trading (or, if shares of Common Stock or Marketable Securities are not registered and listed for trading on any such exchange, in the over-the-counter market) for more than six-and-one-half (6-1/2) consecutive trading hours, (b) any decline in either the Dow Xxxxx Industrial Average or the S&P 500 Index (or any successor index published by Dow Xxxxx & Company, Inc. or S&P) by either (i) an amount in excess of 10%, measured from the close of business on any Trading Day to the close of business on the next succeeding Trading Day during the period commencing on the Trading Day preceding the day notice of any redemption of Securities is given (or, if such notice is given after the close of business on a Trading Day, commencing on such Trading Day) and ending at the time and date fixed for redemption in such notice or (ii) an amount in excess of 15% (or if the time and date fixed for redemption is more than 15 days following the date on which such notice of redemption is given, 20%), measured from the close of business on the Trading Day preceding the day notice of such redemption is given (or, if such notice is given after the close of business on a Trading Day, from such Trading Day) to the close of business on any Trading Day at or prior to the time and date fixed for redemption, (c) a declaration of a banking moratorium or any suspension of payments in respect of banks by Federal or state authorities in the United States or (d) the occurrence of an act of terrorism or commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States which in the reasonable judgment of the Company could have a material adverse effect on the market for the Common Stock or Marketable Securities.

  • ii) Event means any event described in Section 11(a)(ii) hereof.