Special Earn-Out Events Sample Clauses

Special Earn-Out Events. (a) Buyer shall provide Seller with twenty (20) days’ prior written notice of a Special Earn-Out Event. If a Special Earn-Out Event occurs, Seller will have the right to require, in lieu of the Contingent Consideration payable pursuant to this Annex A, a special payment in accordance with this Section 1.7 of Annex A. Seller may exercise such right within 60 days after obtaining actual knowledge that such Special Earn-Out Event has occurred (the date of such occurrence, the “Special Earn-Out Trigger Date”) by providing written notice to Buyer of such request, which notice shall also describe the reasons supporting the request (a “Special Earn-Out Notice”).
AutoNDA by SimpleDocs
Special Earn-Out Events. (a) If a Special Earn-Out Event occurs, the Holdings Stockholder will have the right to require, in lieu of the Contingent Consideration payable pursuant to this Annex B, a special payment in accordance with this Section 1.8 of

Related to Special Earn-Out Events

  • Pay Out Events If any one of the following events shall occur with respect to the Series 2023-4 Certificates:

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

  • Additional Amortization Events If any one of the following events shall occur:

  • Rapid Amortization Events If any one of the following events occurs during the Managed Amortization Period:

  • Amortization Events The occurrence of any one or more of the following events shall constitute an Amortization Event:

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

  • Additional Termination Events The following Additional Termination Events will apply:

  • Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.