Key Person Events Sample Clauses

Key Person Events. (a) Without written consent of Lender, the Key Person:
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Key Person Events. Without written consent of Lxxxxx, a Key Person:
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Key Person Events. (a) Prior to the end of the Investment Period, if both Xxxxxxx Xxxxx and Xxxxx Xxxxxxx (the “Principals”), die, become permanently incapacitated or cease to be actively involved in the management of the Fund, the Investment Period shall terminate and the Fund shall be wound down in accordance with this Agreement. For the avoidance of doubt, if only one of the Principals dies or becomes permanently incapacitated, the preceding sentence will not be triggered.
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Key Person Events. Key Person violates the non-compete provisions of his/her employment agreement with any Company Entity.
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Key Person Events. If any of the following individuals ceases to be employed full time by the Borrower and actively working in the identified position: (i) Xxx Xxxxx, as President and CEO, (ii) Xxxxx Xxxxxx, as Chief Financial Officer, or (ii) Xxx Xxxxxxxxxx, as Chief Commercial Officer, unless, in each case, within 120 days after such individual ceases to be employed full time and actively working the Borrower hires a replacement for such individual reasonably acceptable to the Lenders.
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Key Person Events. Without written consent of the Lender, the Key Person (i) ceases full-time employment with Company other than for reason of death or disability; (ii) provides services to a business that is competitive with Company; (iii) improperly uses Company intellectual property or confidential information for the benefit of any Person other than the Company; or (iv) violates any provision of his Non-Compete, Non-Solicitation and Confidential Information Agreement. If an Event of Default under Section 7.6(i) occurs, the Company and Lender will use their commercially reasonable efforts to identify a mutually acceptable replacement Key Person, and the Company will cause such replacement Key Person to promptly execute a joinder to this Agreement and to enter into a Non- Compete, Non-Solicitation and Confidential Information Agreement in substantially the same form as is delivered by the Key Person pursuant to Section 4.2.1 hereof (if not previously executed by such replacement Key Person). The replacement Key Person shall be required to fulfill the duties and obligations of the Key Person set forth in this Agreement. Additionally, the Company shall obtain “key- person” life insurance in the amount required under Section 5.12 hereof within sixty (60) days of the date on which the Key Person is mutually agreed upon by the Company and Lender. Failure to obtain such “key-person” life insurance within such sixty (60) day period shall be considered an Event of Default under Section 7.2 of this Agreement.
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Related to Key Person Events

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

  • 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.

  • Reorganization Events In the event of:

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

  • No Disqualification Events With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

  • Dissolution Events The Company will be dissolved upon the happening of any of the following events:

  • Liquidation Events (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii).

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the applicable Register. Upon and after the occurrence of a Termination Event, the Securities shall thereafter represent the right to receive the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, forming a part of such Securities in the case of Income PRIDES, or Treasury Securities in the case of Growth PRIDES, in accordance with the provisions of Section 4.3 of the Pledge Agreement.

  • Termination Event The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Borrower or any ERISA Affiliate is required to pay as contributions thereto, (ii) an accumulated funding deficiency in excess of $250,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as employers under one or more Multiemployer Plan makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000.

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

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