Common use of Triggering Events Clause in Contracts

Triggering Events. If, at any time while this Warrant is outstanding, the Company shall do any of the following (each, a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a).

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company shall do any of the following (eachor a subsidiary, experiences a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and then the Company shall be entitled, subject to the continuing remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or surviving Person butthe Shareholder controlled by such terminated Principal) and his, in connection with such consolidation her or mergerits Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any capital stock part thereof, of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (CX) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (b) in the definition of "Triggering Event", proper provision shall be made to at the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and price determined in accordance with Section 2.4(c) or (Y) in the manner provided case of (a) in this Warrant the Holder definition of this Warrant shall be entitled upon "Triggering Event", for the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the Holder’s request, the continuing or surviving corporation as a result fair market value of such Triggering Event shall issue Common Shares, determined as at the date of the event which gives rise to the Holder a new warrant right of like tenor evidencing purchase or sale, in good faith by the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)Board.

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company shall do any of the following (eachor a subsidiary, experiences a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and then the Company shall be entitled, subject to the continuing remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or surviving Person butthe Shareholder controlled by such terminated Principal) and his, in connection with such consolidation her or mergerits Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any capital stock part thereof, of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (CX) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (b) in the definition of "Triggering Event", proper provision shall be made to at the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and price determined in accordance with Section 2.4(c) or (Y) in the manner provided case of (a) in this Warrant the Holder definition of this Warrant shall be entitled upon "Triggering Event", for the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon the Holder’s requestsubsequent holders of his, the continuing her or surviving corporation as a result of such Triggering Event shall issue its Common Shares (except, for greater clarity, with respect to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price those Common Shares transferred pursuant to the terms and provisions of this Section 3(a2.4(a)).

Triggering Events. IfNotwithstanding anything to the contrary contained in this Agreement, if at any time while this Warrant is outstandinga Triggering Event occurs or shall have occurred, then until such time as 100% of the Capital Contributions contemplated by Section 3.3 have been made to the Company, the Capital Members shall have the following respective rights and obligations: (a) ADA-ES Triggering Events. Upon any ADA-ES Triggering Event, the ECP Members shall have the collective right, but not the obligation, to elect from time to time by written notice (the “ECP Election Notice”) to the Company and to each other Member during the period commencing on the date of such ADA-ES Triggering Event and ending on the three month anniversary thereof, to: (i) purchase or cause one or more Designees to purchase all, but not less than all, of ADA-ES’s Membership Interests for the Call Purchase Price for such Membership Interests (the “ECP Call Right”). Notwithstanding the foregoing, the ECP Members shall do not have the option to exercise the ECP Call Right pursuant to this clause (i) if the ADA-ES Triggering Event that has occurred is attributable solely to a termination of the Securities Purchase Agreement by the Purchasers (as defined therein) pursuant to section 6.03(f) thereof on the basis that any of the conditions set forth in section 6.01 of the Securities Purchase Agreement have become incapable of fulfillment. Any ECP Election Notice electing the ECP Call Right shall specify the Call Purchase Price for such Membership Interests and a single closing date for such purchase, which shall be on or prior to the 45th day following delivery of the ECP Election Notice; (eachii) dissolve the Company; provided that for the 30 days immediately following the date of delivery of the ECP Election Notice, ADA-ES shall have the option, upon written notice to the ECP Members no later than 14 days following delivery of the ECP Election Notice, to purchase all, but not less than all, of the Membership Interests of the ECP Members at the Call Purchase Price for such Membership Interests. Any such written notice by ADA-ES electing to purchase the Membership Interests of the ECP Members shall specify the Call Purchase Price for such Membership Interests and a “Triggering Event”): (A) consolidate single closing date for such purchase, which shall be on or merge with or into prior to the 30th day following delivery of the ECP Election Notice. Notwithstanding any other Person such election by ADA-ES to purchase the Membership Interests of the ECP Members, the Members shall use all reasonable efforts to prepare for and facilitate the anticipated dissolution of the Company during the pendancy of such proposed purchase. If such closing of the purchase of the ECP Members’ Membership Interests occurs prior to the expiration of such 30-day period, the Company shall not be dissolved. If such closing does not occur on or prior to the continuing or surviving corporation expiration of such consolidation 30-day period (for any reason other than as a result of a material breach or mergerrefusal to close by the ECP Members), or (B) permit any other Person to consolidate with or merge into then the Company shall immediately be dissolved in the manner set forth in Article XIII; and (iii) cause the Company to enter into a Company Sale Transaction; provided that for the 30 days immediately following the date of delivery of the ECP Election Notice, ADA-ES shall have the option, upon written notice to the ECP Members no later than 14 days following delivery of the ECP Election Notice, to purchase all, but not less than all, of the Membership Interests of the ECP Members at the Call Purchase Price for such Membership Interests. Any such written notice by ADA-ES electing to purchase the Membership Interests of the ECP Members shall specify the Call Purchase Price for such Membership Interests and a single closing date for such purchase, which shall be on or prior to the 30th day following delivery of the ECP Election Notice. Notwithstanding any election by ADA-ES to purchase the Membership Interests of the ECP Members, the Members shall use all reasonable efforts to prepare for and facilitate the anticipated Company Sale Transaction. If such closing or the purchase of the ECP Members’ Membership Interests occurs prior to the expiration of such 30-day period, the Company shall not consummate a Company Sale Transaction. If such closing does not occur on or prior to the expiration of such 30-day period (for any reason other than as a result of a material breach or refusal to close by the ECP Members), then the Company shall be immediately (or as promptly as practicable thereafter) sold pursuant to the continuing or surviving Person but, proposed Company Sale Transaction. Such Company Sale Transaction shall be consummated on the terms set forth in connection with Article XIV hereof. If such consolidation or merger, any capital stock Company Sale Transaction cannot be consummated within 150 days of the Company date of the ECP Election Notice, the ECP Members shall be changed into or exchanged for Securities have the option to pursue either of any other Person or cash or any other property, the alternate remedies set forth in clauses (i) or (Cii) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification this Section 3.6(a). Following the occurrence of its capital stock, then, and in the case of each such an ADA-ES Triggering Event, proper provision shall be made but prior to the Exercise Price date of any ECP Election Notice, Members shall continue to fund Capital Contributions as and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and when required in the manner provided set forth in this Warrant Article III. From and after the Holder date of this Warrant shall be entitled upon the exercise hereof at any time after ECP Election Notice until the consummation of such Triggering Eventthe transactions contemplated thereby, each ECP Member also shall have the option, but not the obligation, to fund all or any portion of (i) the extent the Warrants are not exercised prior Capital Contributions that such ECP Member otherwise would be obligated to make pursuant to this Agreement, and (ii) such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu ECP Member’s pro rata share of the Warrant Shares issuable upon Capital Contributions that ADA-ES otherwise would be obligated to make pursuant to this Agreement; provided that in the event the ECP Members fail or determine not to fund such exercise of ADA-ES Capital Contributions, ADA-ES shall have the Warrants prior option to make such Triggering EventCapital Contributions. On and after the Effective Date, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere remedies described in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue 3.6(a) are no longer available to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)ECP Members.

Triggering Events. If(1) A Triggering Event shall occur when the Lessee shall fail to make payment as provided for in two or more of the categories listed below. Furthermore, at any time while such Triggering Event shall not have occurred unless the Port Authority shall have notified the Lessee that such Triggering Event shall be effective on a date thirty (30) days following the date of such notice unless all payments due from the Lessee pursuant to such categories listed below and specified in such notice have been received by the Port Authority: (i) Payment of monthly installments of rental shall be made to the Port Authority on the first day of each calendar month; (ii) Payment of all sums, including, without limitation, flight fees and fuel gallonage fees under the Lessee’s General Airport Agreement, or otherwise, shall be made to the Port Authority on or before the twentieth day of the following calendar month; (iii) Payment of all sums due to the Port Authority under this Warrant is outstandingAgreement or otherwise, and outstanding for more than thirty (30) days, appearing on a Statement of Account rendered by the Port Authority to the Lessee. No provision of this paragraph (1) shall be deemed to affect or limit the right of the Port Authority to terminate the Lease pursuant to Section 20 (a) (9) thereof for failure to make such payments when due under the Lease. (2) The Lessee expressly represents and warrants to the Port Authority that, as of the “Effective Date” as defined in the Lease, the Company Lessee has multiple publicly or non-publicly held Debt Financings each in excess of Five Million Dollars and No Cents ($5,000,000.00) which include events of default which could lead to acceleration thereof. (3) A Triggering Event shall do occur if any of the following (each, a “shall occur and the Port Authority shall have previously given or shall thereafter during the pendency thereof give the Lessee notice of the election of the Port Authority to activate such Triggering Event”): : (Aa) consolidate as a result of a default by the Lessee, other than a default arising due to compliance by the Lessee with any applicable law or merge directive or (provided that the Lessee has satisfied the Port Authority that it is reasonable to comply therewith) with any requirement, whether having the force of law or into not, of any government or regulatory authority to which the Lessee is subject, unless such default results in the Lessee becoming bound to repay prematurely any of its Indebtedness for borrowed moneys as described in (i) below (not being that in respect of which the default has occurred) and steps are taken to obtain repayment thereof: (i) the Lessee becomes bound to repay prematurely any of its Indebtedness for borrowed moneys having an outstanding aggregate principal amount of at least Five Million Dollars and No Cents ($5,000,000.00) or its equivalent in any other currency or currencies (hereinafter in this paragraph (a)(i) called the “Specified Amount”) and steps are taken to obtain repayment thereof; or (ii) any such Indebtedness having an outstanding aggregate principal amount of at least the Specified Amount or any guarantee or indemnity of the Lessee of any Indebtedness of any Person for borrowed moneys having an outstanding aggregate principal amount of at least the Specified Amount is not, when due, paid by the latest of its due date, the expiry of any applicable grace period and (if payment is prevented by any applicable law) fifteen (15) days after the Company first date on which payment is permitted, provided that any such acceleration of maturity, default or failure to pay in subdivision II (3)(a)(i) and/or II (3)(a)(ii) above, as the case may be, shall not be constitute a Triggering Event so long as the continuing Lessee satisfies the Port Authority that it is being contested in good faith by the Lessee or surviving corporation as long as the Lessee demonstrates to the Port Authority that such event of default and acceleration of Debt has arisen from events other than those which would signify a deterioration in the Lessee’s financial position or an inability to meet its financial obligations under such consolidation Debt; or (b) a creditor takes possession or mergeran administrative or other receiver is appointed of the whole or a substantial part of the assets of the Lessee and such taking of possession or appointment is not released, discharged or canceled within 60 days; or (c) a distress, execution or seizure before judgment is levied or enforced upon or sued out against a substantial part of the assets of the Lessee and is not discharged, dismissed or stayed within 60 days thereof; or (d) the Lessee stops payment generally or is unable to pay its Debts generally as and when they fall due or (Botherwise than for the purposes of a solvent reconstruction, amalgamation or merger the terms of which have previously been approved in writing by the Port Authority) permit any other Person or ceases or threatens to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer cease to carry on all or substantially all of its properties business; or (e) the Lessee makes an assignment for the benefit or assets to any other Person, creditors generally or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder admits in writing its inability to pay its Debts generally as they become due or takes corporate action in furtherance of any such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)action.

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall do be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the “Defaulting Shareholder”) shall sell, all or any part thereof, of the following Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (each, a X) in the case of (b) in the definition of “Triggering Event”): (A, at the price determined in accordance with Section 2.4(c) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (BY) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (a) in the definition of “Triggering Event”, proper provision shall be made to for the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder’s or such Founder’s obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the Holder’s request, the continuing or surviving corporation as a result fair market value of such Triggering Event shall issue Common Shares, determined as at the date of the event which gives rise to the Holder a new warrant right of like tenor evidencing purchase or sale, in good faith by the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)Board.

Triggering Events. If(1) A Triggering Event shall occur when the Lessee shall fail to make payment as provided for in two or more of the categories listed below. Furthermore, at any time while such Triggering Event shall not have occurred unless the Port Authority shall have notified the Lessee that such Triggering Event shall be effective on a date thirty (30) days following the date of such notice unless all payments due from the Lessee pursuant to such categories listed below and specified in such notice have been received by the Port Authority: (i) Payment of monthly installments of rental shall be made to the Port Authority on the first day of each calendar month; (ii) Payment of all sums, including, without limitation, flight fees and fuel gallonage fees under the Lessee's General Airport Agreement or under the Lessee's JFK Flight Fees Agreement (with respect to flight fees), or otherwise, shall be made to the Port Authority on or before the date required for payment in such agreements; (iii) Payment of all sums due to the Port Authority under this Warrant is outstandingAgreement or otherwise, and outstanding for more than thirty (30) days, appearing on a Statement of Account rendered by the Port Authority to the Lessee. No provision of this paragraph (1) shall be deemed to affect or limit the right of the Port Authority to terminate the Lease pursuant to Section 20 (a) (9) thereof for failure to make such payments when due under the Lease. (2) The Lessee expressly represents and warrants to the Port Authority that, as of the "Lease Commencement Date" as defined in the Lease, the Company Lessee has multiple publicly or non-publicly held Debt Financings each in excess of Thirty-two Million Dollars and No Cents ($32,000,000.00) which include events of default which could lead to acceleration thereof. (3) A Triggering Event shall do occur if any of the following (each, a “shall occur and the Port Authority shall have previously given or shall thereafter during the pendency thereof give the Lessee notice of the election of the Port Authority to activate such Triggering Event”): : (Aa) consolidate as a result of a default by the Lessee, other than a default arising due to compliance by the Lessee with any applicable law or merge directive or (provided that the Lessee has satisfied the Port Authority that it is reasonable to comply therewith) with any requirement, whether having the force of law or into not, of any government or regulatory authority to which the Lessee is subject, unless such default results in the Lessee becoming bound to repay Final November 22, 2005 prematurely any of its Indebtedness for borrowed moneys as described in (i) below (not being that in respect of which the default has occurred) and steps are taken to obtain repayment thereof: (i) the Lessee becomes bound to repay prematurely any of its Indebtedness for borrowed moneys having an outstanding aggregate principal amount of at least the Specified Amount or its equivalent in any other currency or currencies and steps are taken to obtain repayment thereof; or (ii) any such Indebtedness having an outstanding aggregate principal amount of at least the Specified Amount or any guarantee or indemnity of the Lessee of any Indebtedness of any Person for borrowed moneys having an outstanding aggregate principal amount of at least the Specified Amount is not, when due, paid by the latest of its due date, the expiry of any applicable grace period and (if payment is prevented by any applicable law) fifteen (15) days after the Company first date on which payment is permitted, provided that any such acceleration of maturity, default or failure to pay in subdivision II (3)(a)(i) and/or II (3)(a)(ii) above, as the case may be, shall not be constitute a Triggering Event so long as the continuing Lessee satisfies the Port Authority that it is being contested in good faith by the Lessee or surviving corporation as long as the Lessee demonstrates to the Port Authority that such event of default and acceleration of Debt has arisen from events other than those which would signify a deterioration in the Lessee's financial position or an inability to meet its financial obligations under such consolidation Debt; or (b) a creditor takes possession or mergeran administrative or other receiver is appointed of the whole or a substantial part of the assets of the Lessee and such taking of possession or appointment is not released, discharged or canceled within 60 days; or (c) a distress, execution or seizure before judgment is levied or enforced upon or sued out against a substantial part of the assets of the Lessee and is not discharged, dismissed or stayed within 60 days thereof; or (d) the Lessee stops payment generally or is unable to pay its Debts generally as and when they fall due or (Botherwise than for the purposes of a solvent reconstruction, amalgamation or merger the terms of which have previously been approved in writing by the Port Authority) permit any other Person or ceases or threatens to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer cease to carry on all or substantially all of its properties business; or (e) the Lessee makes an assignment for the benefit or assets to any other Person, creditors generally or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder admits in writing its inability to pay its Debts generally as they become due or takes corporate action in furtherance of any such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)action.

Triggering Events. If, at any time while Subject to Sections 23.1 and 27 of this Warrant is outstanding, the Company shall do any of the following (each, a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person butAgreement, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect event that a capital reorganization or reclassification of its capital stockTrigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the case terms of each this Rights Agreement, such Triggering Eventnumber of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the date of the occurrence of, proper provision or the date of the first public announcement of, a Trigger Event (the "Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13, then only the provisions of Section 13 shall apply and no adjustment shall be made pursuant to this Section 11.1.2; provided, further, that the Exercise Purchase Price and the number of shares of Warrant Adjustment Shares that may shall thereafter be purchased upon exercise of this Warrant so thatsubject to further adjustment pursuant to Section 11.1.1 hereof. Notwithstanding the foregoing, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Trigger Event, any Rights that are or were acquired or beneficially owned by (1) an Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company shall notify the Holder in writing has determined is part of such Triggering Event and provide the calculations in determining the amount of issuable Securitiesa plan, cash arrangement or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation understanding which has as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash primary purpose or property and the adjusted Exercise Price pursuant to the terms and provisions effect avoidance of this Section 3(a).11.1.2, shall become void, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Rights Agreement or otherwise. Any Right Certificate issued pursuant to Section 3 or Section 22 that represents Rights beneficially owned by: (1) an Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and any Right Certificate issued pursuant to Section 6, 7.4 or 22 or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend (provided, however, that the Rights Agent shall not be responsible for affixing such legend unless it has actual knowledge as to the foregoing circumstances or the Company has notified the Rights Agent in writing thereof):

Triggering Events. If, at any time while this Warrant is outstanding, the Company shall do any Any of the following (each, events shall constitute a “"Triggering Event”): " for purposes of this Agreement: (i) If, by the Required Filing Date, the Exchange Offer Registration Statement is required to have been filed pursuant to Section 2(a) but has not been filed with the Commission; (ii) If the Exchange Offer Registration Statement is not required to be filed pursuant to Section 2(a) and the Shelf Registration Statement is required to be filed pursuant to Section 3 but shall not have been filed with the Commission by the Required Filing Date; (iii) If, by forty-five (45) days after the Required Filing Date, the Exchange Offer Registration Statement is required to have been filed pursuant to Section 2(a) but has not been declared effective by the Commission; (iv) If the Exchange Offer Registration Statement is not required to be filed pursuant to Section 2(a) and the Shelf Registration Statement is required to be and has been filed pursuant to Section 3 but shall not have been declared effective by the Commission by the date that is forty-five (45) days after the Required Filing Date; (v) If, by seventy-five (75) days after the Required Filing Date, the Exchange Offer Registration Statement is required to have been filed pursuant to Section 2(a) but the Registered Exchange Offer relating to the Securities has not been commenced or, if commenced, all Initial Securities validly tendered pursuant thereto have not been accepted for exchange; or (vi) If the Exchange Offer Registration Statement is not required to be filed pursuant to Section 2(a) and the Shelf Registration Statement is required to be and has been filed pursuant to Section 3 but shall fail, whether or not due to the exercise of a Shelf Blackout Right, to be continuously effective and complete (except for one period not to exceed thirty (30) consecutive days in any twelve month period) in order to permit the prospectus included therein to be lawfully delivered by the Holders of the Securities registered thereunder (other than the Initial Purchaser and its Affiliates), until the later to occur of the date upon which all the Securities registered under the Shelf Registration Statement held by persons other than the Initial Purchaser (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, have been sold pursuant thereto or (B) permit any other Person to consolidate with or merge into are eligible for sale under Rule 144(k) under the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)Act.