Exclusivity Termination Event definition
Exclusivity Termination Event means (x) any action by Prodigy or any of its Subsidiaries that facilitates or encourages any direct or indirect acquisition by a SBC Designated Entity of beneficial ownership of shares in Prodigy or any of its Affiliates entitling the holder to cast 15% or more of the votes in any election of directors in Prodigy or any of its Affiliates (other than through the issuance of shares), (y) the occurrence of an event referred to in Section 5.2(i)(ii), or (z) any material breach by Prodigy or Operating Partnership of any covenant or agreement contained in this Agreement as determined in accordance with Section 9.1(b) of this Agreement.
Exclusivity Termination Event has the meaning set forth in Section 7.3(B).
Exclusivity Termination Event means any one or more of (A) a material breach on the part of Investor, (B) more than two PDR Trigger Notices have been delivered, or (C) a Three- Strikes Event. “Excusable Delay” means, with respect to the Project Schedule, delays caused by any one or more of the following: (A) strikes, lockouts or other labor or industrial disturbances of a regional or national character; (B) civil disturbance; (C) future order of or delay caused by any government, court or regulatory body claiming jurisdiction (including delays in processing or release of necessary permits); (D) tariffs; (E) a default by a contractor, a design professional and any third- party Person not affiliated with Builder; (F) act of the public enemy, war, riot, terrorism, sabotage, blockade or embargo; (G) failure or inability to secure materials, supplies, utilities or labor through ordinary sources by reason of shortages or priority, system failure (e.g., failure causing interruption of electricity, telecommunications, water or other utilities) or regulation or order of any government or regulatory body; (H) epidemics or pandemics; (I) lightning, earthquake, fire, storm, hurricane, tornado, flood or other Acts of God of unusual duration or volume (including, rain delays in excess of the permitted days for rain delay specified in the general construction contract); (J) transportation disasters, whether by sea, rail, air or land; (K) financial crises of a nature materially affecting the purchase and sale of investment securities or the closing of the New York Stock Exchange or industry-wide closing of banks other than normal closing dates; or (L) other delays reasonably beyond Builder’s or its Affiliate’s control. “Excused Employee Misconduct” means Employee Misconduct that is excused because, after the applicable Member learns of the Employee Misconduct, such Member (A) removes the employee who committed Employee Misconduct from any future association with the Company or a Subsidiary Entity, and (B) reimburses the Company for losses incurred by the Company by reason of such Employee Misconduct (after deducting insurance proceeds received by the Company or a Subsidiary Entity in connection with such Employee Misconduct). “Fair Market Value” means the fair market value of the real property owned by the Company or a Subsidiary Entity (without double-counting) on the Date of Value, which shall be determined by an appraiser appointed by the Members having at least 10 years of experience appraising si...
Examples of Exclusivity Termination Event in a sentence
The Prodigy Portal's failure to meet the Performance Standard in any three or more consecutive quarters after the Transition Date shall be an Exclusivity Termination Event.
The Prodigy Portal's failure to meet -------------------------- the Performance Standard in any three or more consecutive quarters after the Transition Date shall be an Exclusivity Termination Event.
In addition, ▇▇▇▇▇▇ shall confirm that if First Union terminates the Exclusivity Agreement but the Exclusivity Assignment would not otherwise be terminated, the exclusivity rights assigned in the Exclusivity Assignment shall become a direct obligation between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Corporation; provided, that such exclusivity may be terminated upon an Exclusivity Termination Event.
More Definitions of Exclusivity Termination Event
Exclusivity Termination Event means the occurrence of any of the following: (i) the failure by the Firm or the Restricted Party to cure a Material Breach within sixty (60) days after receipt from the Default Specialist of a written notice describing such Material Breach, (ii) the Firm ceases to operate its legal services business as historically operated by the Firm prior to the Effective Date or (iii) the Firm becomes Insolvent.