Delivery Event Sample Clauses

Delivery Event. Unless the Key Employee shall electively defer such -------------- distribution by written notice to Holding in accordance with the Plan and such conditions as the Board shall impose, upon the occurrence of an event described in Section 8.3 of the Plan, the Key Employee shall receive, without payment, one share of Common Stock in settlement of each share of Deferred Shares that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a Subscription Agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding). The Key Employee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, repurchase rights on the part of Holding and The Clayton & Dubilier Private Equity Fund IV Limited Partnership folloxxxx xxrmination of employment, take-along rights and other legal and contractual restrictions similar to those contained in the Management Stock Subscription Agreements described in the Offering Memorandum.
Sample 1
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Delivery Event. DB1/63286388.5
Sample 1
Delivery Event. The Board of Holding (the "Board") may permit the Grantee to further defer the distribution of Deferred Shares until such time or times as the Grantee shall elect, in each case on such terms and conditions and subject to such restrictions (including, without limitation, those deemed necessary or appropriate to avoid the constructive receipt of such shares of Common Stock by the Grantee) as the Board may impose from time to time. A deferral opportunity does not have to made available to all grantees, and different terms and conditions may apply with respect to the deferral opportunities made available to different grantees. Unless the Grantee shall electively defer such distribution by written notice to Holding at least 12 months prior to a Delivery Event in accordance with such conditions as the Board of Directors of Holding (the "Board") shall impose, upon the occurrence of a Delivery Event (as defined in Section 5), the Grantee shall receive, without payment, one share of Common Stock in settlement of each Deferred Share that he or she then holds. As a condition to the delivery of any Common Stock in respect of Deferred Shares, the holder of such Deferred Shares (and anyone whose rights derive therefrom) shall execute a subscription agreement (or such other agreement having comparable terms but modified to reflect differences between such shares and shares purchased from Holding as shall be required by Holding) (the "Subscription Agreement"). The Grantee acknowledges and agrees that the Subscription Agreement will have restrictions on transfer, take-along rights and other legal and contractual restrictions similar to those contained in the Director Stock Subscription Agreement described in the June 22 Supplement to the Confidential Offering Memorandum dated May 14, 1999, a copy of which has been received by the Grantee, or such other terms and provisions as Holding shall determine.
Sample 1
Delivery Event. As used herein, the term "Delivery Event" shall mean either of the following: (a) the expiration of ten (10) Business Days after PHCM receives notice that an Event of Default under the Amended Omega Loan Documents has occurred and is continuing, and that Omega intends to demand delivery of the Escrow Documents as to one or more of the Facilities from the Escrow Agent (a "Delivery Event Notice"); or (b) the failure of PHCM to perform when due (after giving effect to any applicable grace or cure period) any obligation under the Amended Omega Loan Documents first arising on or after the filing of a future petition under the Bankruptcy Code for a bankruptcy case in which PHCM is debtor, the performance of which would have been required under 11 U.S.C. ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied, within ten (10) Business Days after the entry of an order of the bankruptcy court in such future bankruptcy case determining that the obligation in question arose post-petition and would have been required to be performed under 11 U.S.C.ss.365(d)(3) if the Amended Omega Note were a lease and ss.365(d)(3) applied.
Sample 1

Related to Delivery Event

  • Notice of Disposition To the extent that this Option is designated as an Incentive Option, if Shares of Common Stock acquired upon exercise of the Option are disposed of within two years following the date of grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Corporation in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.

  • REGULATORY EVENT If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess costs as a result thereof, such amount shall be allocated to and collected from Participating Consumers on a per kWh basis through applicable monthly invoice(s).

  • Event of Loss Grantor shall at its expense promptly repair all repairable damage to any tangible Collateral. In the event that any tangible Collateral is damaged beyond repair, lost, totally destroyed or confiscated (an "Event of Loss") and such Collateral had a value prior to such Event of Loss of $25,000.00 or more, then, on or before the first to occur of (i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days after the date on which either Grantor or MLBFS shall receive any proceeds of insurance on account of such Event of Loss, or any underwriter of insurance on such tangible Collateral shall advise either Grantor or MLBFS that it disclaims liability in respect of such Event of Loss, Grantor shall, at Grantor's option, either replace the Collateral subject to such Event of Loss with comparable Collateral free of all liens other than Permitted Liens (in which event Grantor shall be entitled to utilize the proceeds of insurance on account of such Event of Loss for such purpose, and may retain any excess proceeds of such insurance), or pay to MLBFS on account of the Obligations an amount equal to the actual cash value of such Collateral as determined by either the applicable insurance company's payment (plus any applicable deductible) or, in absence of insurance company payment, as reasonably determined by MLBFS. Notwithstanding the foregoing, if at the time of occurrence of such Event of Loss or any time thereafter prior to replacement or payment, as aforesaid, an Event of Default shall have occurred and be continuing hereunder, then MLBFS may at its sole option, exercisable at any time while such Event of Default shall be continuing, require Grantor to either replace such Collateral or make a payment on account of the Obligations, as aforesaid.

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks, or Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical discs Using a “wipe” utility which will overwrite the Data at least three (3) times using either random or single character data, or Degaussing sufficiently to ensure that the Data cannot be reconstructed, or Physically destroying the disk Paper documents with sensitive or Confidential Information Recycling through a contracted firm, provided the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) On-site shredding, pulping, or incineration Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the readable surface with a coarse abrasive Magnetic tape Degaussing, incinerating or crosscut shredding

  • Extraordinary Event Registry Operator will use commercially reasonable efforts to restore the critical functions of the registry within twenty-­‐four (24) hours after the termination of an extraordinary event beyond the control of the Registry Operator and restore full system functionality within a maximum of forty-­‐eight (48) hours following such event, depending on the type of critical function involved. Outages due to such an event will not be considered a lack of service availability.

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Debt Issuance Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

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