Substantial Event definition

Substantial Event means the following events:
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Substantial Event means, (i) a fraud by or the willful and material breach of this Agreement by the Company or the other Transaction Agreements by the shareholders party thereto; (ii) the termination or resignation or loss or threatened resignation of the Key Employees; (iii) the termination, resignation or loss since March 13, 2000 of 15% or more of the employees of the Company, (iv) the cancellation, termination, non-renewal, material reduction in, or other loss of any contract or other agreement with a Material Customer or Material Supplier of Company and its subsidiaries for the supply of products and services; or (v) any loss, cost, liability, expense or other claim against the Company and its subsidiaries (including a breach of the representation and warranties hereunder) that could reasonably be expected to exceed $12,000,000; (vi) a Force Majeure Event preventing closing shall continue for more than 30 days after June 1, 2000 or; (vii) termination of this Agreement pursuant to SECTION 8.1(A)(1)(V) OR (VI) or (viii) the condition in SECTION 6.02(F) shall not have been fulfilled and (B) a "MATERIAL CUSTOMER" or "MATERIAL SUPPLIER" is a customer or supplier whose aggregate purchases or sales exceed 35% of the total purchases or sales of Company.
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Substantial Event means any Deadlock, as defined in the Stockholders Agreement which is not resolved following application of the procedures in Section 3.2 of the Stockholders Agreement.
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Examples of Substantial Event in a sentence

  • The Company will timely inform the Bank of the occurrence of a Substantial Event of Default and the time it becomes aware thereof.

  • The president or the vice president and general counsel shall send a written communication to the Board members providing a substantive summary of such Substantial Event for the Board members’ review.

  • In the event that at any time within 24 months after the occurrence of a Substantial Event, the Company terminates Employee’s employment pursuant to Section 3(b)(ii), a failure or refusal by the Company to permit the automatic renewal of the Term in accordance with Section 2(a) hereof occurs, or Employee terminates employment for Good Reason, Employee shall receive the payments and other compensation and benefits described in Section 5(b) hereof.

  • In the event that at any time within 24 months after the occurrence of a Substantial Event, the Company terminates Employee’s employment pursuant to Section 3(b)(ii), or Employee terminates employment for Good Reason, Employee shall receive the payments and other compensation and benefits described in Section 5(b) hereof.

  • Landlord shall not have the right to terminate this Lease or to require that Tenant vacate the Demised Premises under any circumstances, nor shall Tenant have the right to terminate this Lease except on the occurrence of a Substantial Event of Default by Landlord as hereinafter defined.

  • Upon the occurrence of a Substantial Event (as hereinafter defined) prior to the expiration of the Term, Employee's employment shall terminate and Employee shall receive the payments and benefits described in Section 5(c) hereof.

  • Upon the occurrence of a Substantial Event prior to the expiration of the Term, Employee's employment shall terminate and, without further action by the Board of Directors or any committee thereof, the Company shall, within ten (10) days of such termination, make a lump sum payment to Employee equal to the amount of remaining Base Salary due to Employee through the end of the Term, and shall continue to provide Employee with all Benefits at the same level as currently in effect through the end of the Term.

Related to Substantial Event

  • Substantial evidence means evidence that:

  • Material Event or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

  • Substantial emotional distress means significant mental suffering or anguish that may, but does not necessarily, require medical or other professional treatment or counseling.

  • Substantial disruption means without limitation that any one or more of the following occur as a result of the bullying:

  • Significant Event means any Amortization Event or Event of Default.

  • Material Events means any of the events listed in Section 3 of this Continuing Disclosure Undertaking.

  • Special Event means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.

  • Potential Event of Default means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  • Removal Event has the meaning set forth in Section 12.12 hereof.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Substantial Block means a number of shares of Voting Stock which have 10% or more of the aggregate voting power of all outstanding shares of Voting Stock.

  • Substantial cause means Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.

  • Withdrawal Event means the earliest to occur of any event which causes a Partner to cease to be a Partner, and to become a Former Partner, as set forth in Section 1.29.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Terminating Event means any of the following events:

  • Medical event means an improper administration of radiation or radioactive material to a patient or human research subject that requires reporting to the department.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Substantial Holder means a Person (including, without limitation, any group of Persons treated as a single “entity” within the meaning of the Treasury Regulation Section 1.382-3) holding Corporation Securities, whether as of the Effective Date, after giving effect to the Plan, or thereafter, representing a Percentage Stock Ownership (including indirect ownership, as determined under applicable Treasury Regulations) in the Corporation of at least 4.75%.

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

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Potential Material Event means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

  • 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).

  • 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.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Substantial Breach means a breach of any of clauses 3.8, 3.9, 4.1, 4.2, 5.1(c)(i) to 5.1(c)(xxiv) (inclusive), 17.1, 17.2, 31.2 or 31.7(c) of this Agreement;

  • Suspension/Withdrawal Event means, in respect of the Benchmark: