Effect of Trigger Event Clause Samples

Effect of Trigger Event. (i) Executive may terminate his employment by giving written notice of termination to the Company at any time during the thirty (30) day period immediately following the six (6) month anniversary of the date of the Change of Control or Downstream Operations Event and be entitled to receive the amount and benefits described in Section 5(a)(v) above. (ii) Also, in the event the Executive (1) gives the Company ninety (90) days’ advance written notice that Executive is terminating his employment for Good Reason, (2) Executive has given such notice within sixty (60) days of having Good Reason, (3) the Company has not cured the event of Good Reason for which Executive provided notice within thirty (30) days from receipt of such notice, and (4) the notice is provided within the first twelve (12) months after a Trigger Event, then on the effective date of his resignation Executive shall be entitled to receive the amounts and benefits described in Section 5(a)(v) above. (iii) Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Trigger Event occurs, and it is reasonably demonstrated that such circumstances occurred at the request of a third party who has taken steps reasonably calculated to effect a Trigger Event or otherwise arose in connection with or anticipation of a Trigger Event, then for all purposes of this Agreement the date of the Trigger Event shall mean the date immediately prior to the occurrence of such circumstances.
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Effect of Trigger Event. Notwithstanding anything to the contrary contained in this Agreement, if a Trigger Event occurs the following provisions shall apply:
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Effect of Trigger Event. 48.1 If there is a Trigger Event in respect of a Shareholder (Disposing Shareholder) then, unless all of the other Shareholders agree otherwise, the Disposing Shareholder will be deemed to have given a Transfer Notice to the Company under Schedule 2 in respect of all its Shares on the day the Company becomes aware of the Trigger Event and the Sale Price for those Shares for the purpose of Schedule 2 will be the Discounted Fair Value of those Shares. 48.2 Where a Transfer Notice is deemed to have been given pursuant to clause 48.1, the provisions of Schedule 2 will apply with all necessary changes to effect a transfer of the relevant Shares at the Discounted Fair Value, except that the Disposing Shareholder is not entitled to withdraw the Transfer Notice following the Valuer’s certification of the Fair Value of those Shares. 48.3 Any Director appointed by a Shareholder who is not the subject of a Trigger Event will be permitted to exercise any power granted by the Disposing Shareholder pursuant to clause 49 for the purpose of effecting a transaction contemplated by this clause 48.
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Related to Effect of Trigger Event

  • Effect of Change of Control (i) Upon your termination of employment by Capital One without Cause or by you for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a Change of Control of Capital One, then, notwithstanding anything herein to the contrary, the Restricted Stock Units shall vest, the date of such termination shall be the Scheduled Vesting Date for all applicable Restricted Stock Units and the cash shall become payable as described in Section 3(a) immediately following the occurrence of your termination of employment following such Change of Control (to the extent not previously vested or forfeited as provided herein); provided, however, that if the Restricted Stock Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in and pursuant to Reg. Section 1.409A 1(i) or any successor regulation, on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the earlier of (i) the date which is six months from the date of your “separation from service” (as defined in Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. (ii) For purposes of this Agreement, “Cause” shall mean (1) the willful and continued failure to perform substantially your duties with the Company or any Affiliate (other than any such failure resulting from incapacity due to physical or mental illness or following your delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that you have not substantially performed your duties, or (2) the willful engaging by you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. No act, or failure to act, on the part of you shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Affiliate and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) the instructions of the Chief Executive Officer of the Company (unless you are the Chief Executive Officer at the time of any such instruction) or (C) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding you, if you are a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, you are guilty of the conduct described in this Section 3(e)(ii), and specifying the particulars thereof in detail.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • EFFECT OF AN EVENT OF DEFAULT If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.

  • Effect of Suspension You must pay all applicable fees incurred before and during any suspension. You will not be entitled to any service credits under an applicable Service Level Agreement or Service Level Objective during any suspension.

  • EFFECT OF SUSPENSION IN TRADING In the event that on the scheduled Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Acquired Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored.