Preliminary Event definition
Preliminary Event means an involuntary termination of the Executive’s employment by the Company without Cause prior to a Change in Control and the expiration of the Term; provided that Executive reasonably demonstrates that such termination (i) was requested by a party other than the Board that has taken other steps reasonably calculated to result in a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control.
Preliminary Event means any of the following events or transactions occurring on or after the date hereof:
(1) Issuer or any Issuer Subsidiary (as defined below), without having received Grantee's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined below) with any person (the term "person" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "1934 Act")) other than Grantee or any Grantee Subsidiary (as defined below) or the Board of Directors of Issuer (the "Issuer Board") shall have recommended that the shareholders of Issuer approve or accept any Acquisition Transaction other than the Merger. For purposes of this Agreement:
Preliminary Event means the occurrence of any one or more of the following:
(i) the Company enters into a letter of intent, an agreement in principle or a definitive agreement relating to an Event described in Paragraph J above which ultimately results in such an Event described in Paragraph J hereof,
(ii) a tender or exchange offer or proxy contest is commenced which ultimately results in an Event described in Paragraph J hereof, or
(iii) there shall be an involuntary termination of Employee’s employment with the Company and its Subsidiaries at the initiative of the Company without Cause or any of the events which constitute a Constructive Involuntary Termination of employment of the Employee has occurred, and the Employee reasonably demonstrates that such event (x) was requested by a party other than the Board that has previously taken other steps reasonably calculated to result in an Event described in Paragraph J above and which ultimately results in an Event described in Paragraph J hereof or (y) otherwise arose in connection with or in anticipation of an Event described in Paragraph J above that ultimately occurs.
Examples of Preliminary Event in a sentence
By signing below, [INDIVIDUAL or ORGANIZATION NAME] (“Contestant”) agrees to the terms of this 5G Challenge Preliminary Event Participation Agreement (“Agreement”) between itself and Cable Television Laboratories, Inc.