First Threshold definition
Examples of First Threshold in a sentence
If any of a Majority Holder Date, First Threshold Date, Second Threshold Date or Third Threshold Date occur on the same date, OM plc shall be deemed to beneficially own the lowest number of outstanding Ordinary Shares referenced in any such defined term that is applicable to such date.
From the Closing until the earlier of (i) the First Threshold Date and (ii) the Investor’s exercise of the Board Size Increase Restricted Period Termination Option, at any time at which an Investor Designee is serving as a member of the Parent Board and the Parent Bank Board, the Investor shall be entitled to designate one Investor Observer to the Parent Board and the Parent Bank Board (but, for the avoidance of doubt, not to any committees of the Parent Board or the Parent Bank Board).
As of the date on which a Shareholder's holdings in Ormat Technologies fall below the First Threshold, this section shall be null and void and all decisions as to the identity of Ormat Technologies' Chairman of the Board and CEO shall be made by the respective Boards of Directors without any undertaking by the Shareholders.
For purposes of this Agreement, the “Market-Vesting Date” with respect to each Market-Vesting Threshold will be the later of (i) the date such Market-Vesting Threshold is first achieved or (ii)(A) for the First Threshold, the second anniversary of the Grant Date, (B) for the Second Threshold, the third anniversary of the Grant Date and (C) for the Third Threshold, the fourth anniversary of the Grant Date.
After the First Threshold has been reached, Buyer shall only have a claim under this Agreement against Seller for fifty percent (50%) of the excess of any Remediation Losses incurred or sustained by the Buyer Indemnified Parties over the First Threshold unless and until the aggregate of all such Remediation Losses incurred or sustained by the Buyer Indemnified Parties exceeds Ten Million Dollars ($10,000,000) (the "Second Threshold").
Notwithstanding any other provision of this Agreement, Buyer shall have no claim under this Agreement against Seller or any other member of the BP Group for any Remediation Losses by Seller or other members of the BP Group unless and until the aggregate of all such Remediation Losses incurred or sustained by the Buyer Indemnified Parties exceeds Five Million Dollars ($5,000,000), and then only for the excess over Five Million Dollars ($5,000,000) (the "First Threshold").
After the First Threshold or Second Threshold has been reached, Seller shall have no obligation to indemnify the Buyer Indemnified Parties under this Agreement with respect to such matters for any Remediation Losses amounting to less than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate arising out of the same occurrence or matter.
If as of the close of any Business Day following the Closing, the Investor Percentage Interest has fallen below the First Threshold, the Investors shall promptly notify the Company and, unless otherwise consented to by a majority of the non-Investor Directors on the Board, use their reasonable best efforts to cause one Investor Director to promptly resign from the Board such that promptly following such resignation there are two Investor Directors on the Board.
For purposes of this Agreement, the "First Threshold" shall mean 12.81% of Ormat Technologies’ issued and outstanding share capital On An As Adjusted Basis.
Notwithstanding any other provision of this Agreement, none of the Buyer Indemnified Parties shall have any claim under Section 15(b)(iv) of this Agreement against Seller or any other member of the BP Group for any Remediation Losses unless and until the aggregate of all such Remediation Losses incurred or sustained by the Buyer Indemnified Parties exceeds Five Million Dollars ($5,000,000), and then only for the excess over Five Million Dollars ($5,000,000) (the "First Threshold").