Xxxxxxxx Default definition

Xxxxxxxx Default means that Xxxxxxxx is in breach of its non-compete obligations under Section 7.17 of the Series D Share Purchase Agreement and such breach is not cured by Xxxxxxxx within 90 days of Xxxxxxxx’x receipt of written notice thereof from the Company.
Sample 1Sample 2Sample 3

Examples of Xxxxxxxx Default in a sentence

  • So long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, each holder of Shares that is a party hereto agrees not propose, vote for, consent to, or otherwise participate in any Section 86 or similar scheme of arrangement, without the written consent of Xxxxxxxx.

  • For avoidance of doubt, Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx holds no less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) shall have no obligation to sell any Series D Preferred Shares or Common Shares issued or issuable upon conversion thereof, pursuant to any transaction described in Section 3.1(c)(iii).

  • For the avoidance of doubt, Xxxxxxxx shall be entitled to the rights sets forth under this Section 3.8 only if no Xxxxxxxx Default has occurred and Xxxxxxxx holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

  • The transfer restrictions set forth in this Section 3.1(c) and the consent rights of Xxxxxxxx under this Section 3.1(c) shall terminate upon the earlier to occur of (a) a Xxxxxxxx Default having occurred or (b) Xxxxxxxx ceasing to hold at least 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

  • For the avoidance of doubt, Xxxxxxxx shall be entitled to the rights sets forth under this Section 3.9 only if no Xxxxxxxx Default has occurred and Xxxxxxxx holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

  • Notwithstanding anything to the contrary in this Agreement or the Memorandum and Articles, Xxxxxxxx’x rights under this Section 6.10 can only be exercised when no Xxxxxxxx Default exists and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, and Ctirp’s rights under this Section 6.10 can only be exercised when Ctrip continues to hold at least 4.5% of the outstanding share capital of the Company on a Fully-Diluted Basis.

  • Without the written consent of Ctrip ( so long as Ctrip holds any Preferred Shares), Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx holds any Preferred Shares), GS (so long as it holds any Preferred Shares), CDH (so long as it holds any Preferred Shares) or Qiming (so long as it holds any Preferred Shares), no right of such Investor under this Section 6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively).

  • The Company, the Founder and the PRC Entities shall cause each person now or hereafter employed by any member of the Company Group (or engaged by any member of the Company Group as a consultant or independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in form and substance satisfactory to Ctrip, Xxxxxxxx (so long as no Xxxxxxxx Default has occurred), GS, CDH and Qiming.

  • So long as it holds any Shares, each of Xxxxxxxx (provided that no Xxxxxxxx Default has occurred), GS, CDH, Qiming, Ignition, JAFCO and Ctrip shall have the right, from time to time, and at any time, to designate one (1) individual (the “Observer”) to attend and speak at all meetings of the Board and all committees thereof (whether in person, by telephone or other) in a non-voting observer capacity.

  • For the avoidance of doubt, Xxxxxxxx shall be entitled to the rights sets forth under this Section 3.7 only if no Xxxxxxxx Default has occurred and Xxxxxxxx holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

Related to Xxxxxxxx Default

  • Bank Default means (i) the refusal (which has not been retracted) of a Bank to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 2.03(c) or (ii) a Bank having notified in writing the Borrower and/or the Administrative Agent that it does not intend to comply with its obligations under Section 1.01 or Section 2, in the case of either clause (i) or (ii) as a result of any takeover of such Bank by any regulatory authority or agency.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

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

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Swap Default Any of the circumstances constituting an “Event of Default” under the Swap Agreement.

  • Major Default means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p).

  • 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.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Additional Default means any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a xxxxxxx xxxxx period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

  • Minor Default means any Event of Default that is not a Major Default.

  • Material Event of Default means any Event of Default arising under Section 10.01(a), 10.01(b) (solely with respect to a default related to Section 8.01, 8.20 or 9.13), 10.01(f), 10.01(i), 10.01(j), 10.01(n) or 10.01(o).

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Liquidity Event of Default means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) an American Bankruptcy Event.

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Reporting Default means a Default described in Section 6.01(d).

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

  • 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):

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Specified Default means a Default under Section 8.01(a), (f) or (g).

  • Special Default means (i) the failure by Owner to pay any amount of principal of or interest on any Equipment Note when due or (ii) the occurrence of any Default or Event of Default referred to in Section 5.01(v), (vi) or (vii).

  • 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)).

  • Financing Default means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (i) any financing arrangement of the Company or any of its Subsidiaries in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (ii) any provision of the Company's or any of its Subsidiary's constitutional documents.

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • Funding Default as defined in Section 2.21.