Trigger Events Sample Clauses

Trigger Events. For purposes of this Section 4.04 (and subject in all respects to Section 4.13), rights, options or warrants distributed by the Issuer to all holders of the Issuer Class A Shares entitling them to subscribe for or purchase shares of the Issuer’s Capital Stock, including Issuer Class A Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Issuer Class A Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Issuer Class A Shares, shall be deemed not to have been distributed for purposes of this Section 4.04 (and no adjustment to the Conversion Rate under this Section 4.04 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.04. If any such rights, options or warrants, including any such existing rights, options or warrants distributed prior to the date of the Note Purchase Agreement, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event of the type described in the immediately preceding sentence with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.04 was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (A) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (B) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or T...

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings (an “Early Close Exchange Business Day”), the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 a.m. (Eastern time) on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions of Section 3.1; (ii) Any failure to comply with the provisions of Section 3.2, Section 3.3, Section 3.4(d) or 3.6; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event; provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8:00 a.m. (Eastern time) on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable; (iv) Any violation of Article III that is not provided fo...

Trigger Events. The Employee shall be entitled to collect the severance benefits set forth in Section 3 of this Agreement in the event that (I) the Employee voluntarily terminates employment either for any reason within the 30-day period beginning on the date of a Change in Control, (ii) the Employee voluntarily terminates employment within 90 days of an event that both occurs during the Protected Period and constitutes Good Reason, or (iii) the Bank or the Company or their successor(s) in interest terminate the Employee's employment for any reason other than Just Cause during the Protected Period.

Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (i) in which the price to the public per share is at least $1.20 (subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination of shares or the like) and (ii) resulting in at least $75,000,000.00 of net proceeds to the Corporation and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board, (b) immediately prior to the consummation of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Corporation with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board (such transaction or series of related transactions, the “SPAC Transaction”) or the date and time, or the occurrence of an event, specified by vote or written consent of the Required Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), (x) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (y) such shares may not be reissued by the Corporation. For the avoidance of doubt, upon automatic conversion of all outstanding shares of Preferred Stock into shares of Common Stock immediately prior to a SPAC Transaction pursuant to clause (b) of this Subsection 5.1, all rights of the Preferred Stock under Subsection 3 with respect to preferential payments (or any other payments that may otherwise differ from distributions to Common Stock) will terminate, and no such rights shall apply with respect to the SPAC Transaction.

Trigger Events. The Employee shall be entitled to collect the severance benefits set forth in Subsection (b) hereof in lieu of any benefits under Section 10 hereof in the event that (i) a Change in Control occurs, or (ii) the Company or its successor(s) in interest terminate the Employee's employment without his written consent and for any reason other than Just Cause during the Protected Period.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (

Trigger Events. The Employee shall be entitled to collect the severance benefits set forth in paragraph (b) of this Section 10 in the event that either (i) the Employee voluntarily terminates his employment within 60 days following an event that both occurs during the Protected Period and constitutes Good Reason, or (ii) the Bank or its successor in interest terminates the Employee’s employment without the Employee’s written consent for any reason other than Cause during the Protected Period.

Trigger Events. Each share of New Preferred Stock shall be automatically converted into fully paid and non-assessable shares of Common Stock at the then-effective applicable Conversion Price in the event that (i) the New Senior Majority shall have elected to convert all shares of New Preferred Stock or (2) the Common Stock of the Corporation becomes listed for trading on a national securities exchange. Each of the conversions set forth in this Section B.10(a) is referred to as a “Special Mandatory Conversion.” All accrued but unpaid dividends on shares New Preferred Stock shall be paid, in cash or additional shares at the discretion of the Board of Directors, in connection with any Special Mandatory Conversion.

Trigger Events. The Executive shall be entitled to collect the severance benefits set forth in subsection (b) hereof in the event that either (i) the Executive voluntarily terminates employment either for any reason other than Just Cause within the 30-day period beginning on the date of a Change in Control, (ii) the Executive voluntarily terminates employment within 90 days of an event that both occurs during the Protected Period and constitutes Good Reason, or (iii) the Bank or its successor(s) in interest terminates the Executive's employment without his written consent and for any reason other than Just Cause during the Protected Period.