Third Trigger means the members of the Emerson Group ceasing to beneficially own at least twenty percent (20%) of the outstanding Company Common Stock.
Third Trigger means the members of the Xxxxxxx Group ceasing to beneficially own at least twenty percent (20%) of the outstanding Company Common Stock.
Third Trigger means the members of the Ivory Group ceasing to beneficially own at least 20% of the outstanding Company Common Stock.
Examples of Third Trigger in a sentence
Until the Third Trigger Date, the Audit Committee shall include at least one Ivory Independent Director designated for this purpose by Xxxxx who meets the requirements of the Exchange Act and the Nasdaq corporate governance listing standards for membership on the Audit Committee.
Unless otherwise expressly provided herein, each of the covenants and agreements in this ARTICLE V shall terminate on the Third Trigger Date.
More Definitions of Third Trigger
Third Trigger means the earlier of (i) the date***** (ii) the date upon which the Company has received***** and (iii)*****
Third Trigger means the members of the Xxxxxxx Group ceasing to beneficially own at least twenty percent (20%) of the outstanding Company Common Stock. “Third 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 Third Trigger, (y) the date on which Emerson makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the Third 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 Third Trigger; provided that if on such first date members of the Xxxxxxx Group beneficially own at least twenty percent (20%) of the outstanding Company Common Stock (and at no point during such forty-five (45) day period beneficially owned less than seventeen and a half percent (17.5%) of the outstanding Company Common Stock), the Third Trigger and the Third Trigger Date shall be deemed to have not 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 Xxxxxxx Group beneficially own less than seventeen and a half percent (17.5%) of the outstanding Company Common Stock, the Third Trigger Date shall occur regardless of any subsequent acquisition by members of the Xxxxxxx Group of additional shares of Company Common Stock. “Transaction Documents” means, collectively, this Agreement, the Transaction Agreement and the other Ancillary Agreements (as defined in the Transaction Agreement). “Transactions” has the meaning ascribed thereto in the Transaction Agreement. “Transfer” means to sell, transfer, assign or otherwise dispose of any Company Common Stock, including by means of a hedge, swap or other derivative, and excluding, for the avoidance of doubt, (i) any sale, transfer, assignment or other transaction involving any equity interests of Emerson or any of its Affiliates, or any sale of or merger or consolidation involving Emerson or any of its Affiliates, (ii) subject to Section 3.4, the provision of a proxy in connection with any annual or special meeting of the stockholders of the Company and (iii) the tender of Company Common Stock in any tender or exchange offer that is approved by the Company Board prior to the consummation thereof. “Transferred” and “Transferring” shall have correlative meanings. “Wholly Owned Subsidiary” means, with resp...