Major Event. For purposes of this Agreement, a “Major Event” shall be deemed to have occurred if (i) there shall be consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving Company or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving Company immediately after the merger; (ii) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (iii) proceedings or actions for the liquidation or dissolution of the Company are initiated by the Company; or (iv) any “Person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than the Executive or persons who beneficially own more than 25% of the capital stock of the Company on a fully diluted and as converted basis outstanding as of the date hereof) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")), directly or indirectly, of 30% or more of the Company's outstanding capital stock on a fully diluted and as converted basis at such time; provided, however, that a Major Event shall not be deemed to have occurred solely by reason of the consummation of a reverse merger or firmly underwritten Public offering by the Company of common stock registered under the Securities Act of 1933, as amended.
Major Event. If the Executive's employment with the Company shall be terminated (x) by the Company as a result of a Major Event (as definite in Section 5(c) below), or (y) by the Executive for Good Reason in connection with a Major Event, then the Company shall:
Major Event. If such damage or destruction or Condemnation Proceeding results in any Hotel or Hotels becoming Unsuitable for Its Permitted Use, as reasonably determined by Buyer or Seller, (such damage or Condemnation Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller shall have the right to Terminate this Agreement as to either (a) only the affected Hotel or Hotels; or (b) if three (3) or more Hotels are rendered Unsuitable for Its Permitted Use, as to all Hotels hereunder, in each case by written notice to the other party given no later than ten (10) Business Days after the giving of Seller's notice of such event, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer or Seller to make such election. In the case of a Major Event, and so long as neither party has elected to Terminate this Agreement as to all Hotels, in addition to the foregoing termination right, Seller or Buyer shall have the option to extend the Closing Date for up to ninety (90) days for either (a) all Hotels or (b) solely as to the Hotel(s) affected by the Major Event (to allow Seller to repair/restore the affected Hotel in a manner satisfactory to Buyer) (in which case the Closing for the unaffected Hotels shall proceed as set forth herein, except the Purchase Price shall be reduced by the allocated value of the affected Hotel as set forth on EXHIBIT A-13). To the extent that Buyer or Seller elects to postpone Closing pursuant to the provisions of this Paragraph, Buyer shall have the ability to conduct a limited Due Diligence review (such review shall be limited to the conditions directly related to any restoration and repair of such Hotel) with respect to such affected Hotel up to and including the date that is ten (10) calendar days prior to the extended closing date for such Hotel(s) and Buyer shall have the right to Terminate this Agreement solely as to the Hotel affected by the Major Event only for reasons directly related to any restoration and repair of such Hotel. To the extent that this Agreement is terminated as to an affected Hotel, the Purchase Price shall be reduced by the allocated value of such affected Hotel as set forth on EXHIBIT A-13.
Major Event. If such damage or destruction or Condemnation Proceeding results in the Hotel becoming Unsuitable for Its Permitted Use, as reasonably determined by Buyer or Seller, (such damage or Condemnation Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller shall have the right to Terminate this Agreement by written notice to the other party given no later than ten (10) Business Days after the giving of Seller's notice of such event, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer or Seller to make such election. In the case of a Major Event, and so long as neither party has elected to Terminate this Agreement, in addition to the foregoing termination right, Seller or Buyer shall have the option to extend the Closing Date for up to ninety (90) days for the Hotel (to allow Seller to repair/restore the Hotel in a manner satisfactory to Buyer). To the extent that Buyer or Seller elects to postpone Closing pursuant to the provisions of this Paragraph, Buyer shall have the ability to conduct a limited Due Diligence review (such review shall be limited to the conditions directly related to any restoration and repair of the Hotel) with respect to the Hotel up to and including the date that is ten (10) calendar days prior to the extended closing date for the Hotel and Buyer shall have the right to Terminate this Agreement solely as to the Hotel for reasons directly related to any restoration and repair thereof.
Major Event. Designates an event that exceeds reasonable design and or operational limits of the electric power system. A Major Event includes at least one Major Event Day.
Major Event. If (i) such damage or destruction results in a casualty loss in excess of Two Million and no/100 Dollars ($2,000,000.00) and such damage or destruction is not capable of being substantially cured within three (3) months, in each case as reasonably determined by Partnership, or Partnership elects not to so cure, or (ii) such Condemnation Proceeding would result in the taking of a portion of the Real Property worth in excess of Two Million and no/100 Dollars ($2,000,000.00) and such Condemnation Proceeding is not capable of being dismissed within three (3) months, in each case as reasonably determined by Partnership, or Partnership elects not to contest such Condemnation Proceeding, then Strategic and Partnership shall each have the right to Terminate this Agreement by written notice to the other party given no later than ten (10) Business Days after Partnership gives notice of such event, in which event the Deposit shall be returned to Strategic, provided that the Closing Date shall be extended, if necessary, to provide sufficient time for Strategic to make such election, and provided that in such event in lieu of termination by Strategic or Partnership, Strategic may elect to take subject to such casualty or condemnation and proceed to Closing with the Partnership receiving any insurance or condemnation proceeds, as applicable (“Event Waiver”). The failure by Strategic or Partnership to so elect in writing to Terminate this Agreement within such period shall be deemed an election not to Terminate this Agreement.
Major Event. If such damage or destruction results in a casualty loss in excess of Five Million and No/100 Dollars ($5,000,000.00), as reasonably determined by Seller, or if such Condemnation Proceeding would result in the taking of a portion of the Property worth in excess of Five Million and No/100 Dollars ($5,000,000.00), then Buyer shall have the right to Terminate this Agreement by written notice to Seller given no later than ten (10) Business Days after the giving of Seller’s notice of such event, in which event any Deposit shall be returned to Buyer, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to so elect in writing to terminate this Agreement within such period shall be deemed an election not to terminate this Agreement.
Major Event. If such damage or destruction occurring after the Effective Date and prior to the Closing Date results in a casualty loss in excess of Ten Million and no/100 Dollars ($10,000,000.00), as reasonably determined by Existing Members, or if such Condemnation Proceeding would result in the taking of a portion of the Property worth in excess of Ten Million and no/100 Dollars ($10,000,000.00), as reasonably determined by Existing Members, then Investor and Existing Members shall each have the right to Terminate this Agreement by written notice given to Existing Members or Investor, as applicable, given no later than ten (10) Business Days after the giving of Existing Members’ notice of such event, in which event, upon the effective date of such Termination, any Deposit shall be returned to Investor, and the Closing Date shall be extended, if necessary, to provide sufficient time for Investor to make such election within the aforementioned ten (10) Business Day period. The failure by Investor or Existing Members to so elect in writing to Terminate this Agreement within such period shall be deemed an election not to Terminate this Agreement.
Major Event. 11.1 The Company has the right, at its reasonable discretion, to determine whether there is any Force Majeure Event, and if such a circumstance exists, the Company undertakes to duly take reasonable measures to notify the Client about it.
Major Event. As used herein, "MAJOR EVENT" means the giving of official notice by a Government Authority of a condemnation or taking under the power of eminent domain of any part of the Building or the Phase II Land (a "CONDEMNATION"), which Condemnation involves all or a substantial portion of the Phase II Land or the Building so that Developer would be unable to satisfy the conditions set forth in Article 10.
