Put Triggering Event definition

Put Triggering Event means any Change of Control other than one in which a Successor Entity that is a publicly traded corporation, whose common stock is quoted or listed for trading on an Eligible Market, assumes in writing all obligations of the Corporation under this Certificate of Designations in accordance with Section 5(b) hereof such that the Series A Preferred Stock shall be convertible into publicly traded common stock (or its equivalent) of such Successor Entity.
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Put Triggering Event means any of the following events: (i) an Event of Default as defined under the Loan Agreement (to the extent any applicable cure period has expired; and, provided that, to the extent -------- that any Event of Default is permanently waived by Foothill, any Put Triggering Event premised on such permanently waived Event of Default shall cease, and, to the extent that any Event of Default is temporarily waived by Foothill, any Put Triggering Event premised on such temporarily waived Event of Default shall be suspended and postponed for the duration of such waiver); (ii) the maturity of the Obligations (whether scheduled, accelerated or otherwise); (iii) repayment in full of the Obligations in connection with a refinancing of the Obligations by the Company with any party other than Foothill; (iv) the sale or other disposition of all or substantially all of the assets of the Company, or (v) the consummation by the Company of any merger, consolidation or other reorganization (other than as permitted under the Loan Agreement or as otherwise permitted by Foothill pursuant to a written waiver). For the purposes of this Warrant, the terms "Loan Agreement" and "Obligations" shall have the same meanings for such terms as are defined (or incorporated by reference) in the Securities Issuance Agreement.
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Put Triggering Event means the occurrence of an event described in either Section 5.2(c) or Section 5.11 entitling a Member to elect to have its entire Membership Interest purchased pursuant to the provisions of Section 7.12.
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Examples of Put Triggering Event in a sentence

  • The Corporation shall make payment of the Put Triggering Event Redemption Price concurrently with the consummation of such Put Triggering Event to all Holders that deliver a Put Triggering Event Redemption Notice prior to the consummation of such Put Triggering Event and within five (5) Trading Days after the Corporation's receipt of such notice otherwise (the "Put Triggering Event Redemption Date").

  • Upon the Corporation's receipt of a Put Triggering Event Redemption Notice(s) from any Holder, the Corporation shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Corporation's receipt of such notice(s).

  • In the event that the Corporation does not pay the Put Triggering Event Redemption Price on the Put Triggering Event Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 5(d).

  • In the event of a dispute as to the determination of the arithmetic calculation of the Put Triggering Event Redemption Price, such dispute shall be resolved pursuant to Section 7(e) with the term " Put Triggering Event Redemption Price " being substituted for the term "Conversion Rate".

  • If a Put Triggering Event shall occur, the holder of each Note will have the right to require the Issuer to redeem that Note on the Put Date at its principal amount, together with accrued interest to (but excluding) the Put Date.

  • The “Exercise Price” will be an amount equal to the fair market value of such Shares as of the date of the Expedia Put Triggering Event (the “Fair Market Value”), as determined pursuant to the procedures set forth in Section 5.6. The Exercise Price shall be determined in U.S. dollars.

  • In the event that the Corporation does not pay the Put Triggering Event Redemption Price on the Put Triggering Event Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 5(d).(d) Void Redemption.

  • Upon a Put Triggering Event, and up to 183 days thereafter, Executive (or, in the event of Executive’s death, Executive’s Family Group) may elect to exchange his or their Vested Interests for Series A-1 Interests pursuant to this Section 4.l(a)(i) by sending written notice to the Company setting forth Executive’s (or, in the event of Executive’s death, Executive’s Family Group’s) intention to exchange his or their Vested Interests for Series A-1 Interests (“Exchange Notice”).

  • If the Investor does not respond in writing to a Company Request within thirty (30) days after receipt by the Investor thereof, the Investor shall not have a Put Right in respect of the Put Triggering Event specified in such Company Request.

  • If the Put Triggering Event was the occurrence of an event described in Section 5.2(c), the purchase of the Put Member’s Membership Interest shall be at a price equal to the amount, as determined by the Accountants, the Put Member would receive based on its Membership Interest were the Company to liquidate all of its assets at their fair market value (as determined in accordance with subsection (c) below) as of the date of the Put Notice.


More Definitions of Put Triggering Event

Put Triggering Event has the meaning set forth in Section 2.15(a).
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Put Triggering Event has the meaning set forth in Section 7.3(b).
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Put Triggering Event shall have the meaning set forth in Section 4.l(c).
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Put Triggering Event means the occurrence of any of the following: (i) the discontinuance of the Company’s development activities targeting sub-50 watt power systems; (ii) the incurrence by the Company of indebtedness for borrowed money (including, without limitation, debt hybrid instruments convertible into equity and similar financing arrangements and guaranties of the obligations of others) outstanding at any one time in excess of 50% of the Current Market Capitalization; (iii) the acquisition by the Company of assets, business operations or securities of a Person not engaged in the delivery of sub-50 watt power systems whereby the consideration paid in such acquisition is in excess of 50% of the Current Market Capitalization; or (iv) the sale, license or other transfer of exclusive rights to any of the Company’s intellectual property (including, without limitation, the MCEL Contributed Intellectual Property (as defined in the Joint Development Agreement) and the JDA Intellectual Property (as defined in the Joint Development Agreement) necessary for the Company’s use of sub-50 watt power systems.
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Related to Put Triggering Event

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Company Triggering Event means: (i) the failure of the Board of Directors of the Company to recommend that the Company's stockholders vote to adopt this Agreement, or the withdrawal or modification of the Company Board Recommendation in a manner adverse to Parent, or the Board of Directors shall have taken any other action that is or becomes disclosed publicly or to a third party, which indicates that the Board of Directors of the Company does not support the Merger or does not believe that the Merger is in the best interests of the Company's stockholders; (ii) the Company shall have failed to include in the Proxy Statement the Company Board Recommendation or a statement to the effect that the Board of Directors of the Company has determined and believes that the Merger is in the best interests of the Company's stockholders; (iii) an Acquisition Proposal is publicly announced and the Board of Directors of the Company fails to reaffirm without qualification the Company Board Recommendation, or fails to publicly state without qualification, that the Merger is in the best interests of the Company's stockholders, within five business days after Parent requests in writing that such action be taken; (iv) the Board of Directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have failed to comply with Section 5.04 in any material respect; (vi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within ten business days after the commencement of such tender or exchange offer, a statement disclosing that the Board of Directors recommends rejection of such tender or exchange offer; (vii) an Acquisition Proposal is publicly announced, and the Company fails to issue a press release announcing its opposition to such Acquisition Proposal within ten business days after such Acquisition Proposal is announced; or (viii) either the Company or any of its subsidiaries or any their Representatives shall have breached any of the provisions set forth in Section 5.04 (in any material respect) or Section 6.15.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Triggering Events means Triggering Event I, Triggering Event II and Triggering Event III, collectively.

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Notice-triggering PI means the PI identified in CCC § 1798.29(e) whose 25 unauthorized access may trigger notification requirements under CCC § 1709.29. For purposes of this 26 provision, identity shall include, but not be limited to, name, identifying number, symbol, or other 27 identifying particular assigned to the individual, such as a finger or voice print, a photograph or a 28 biometric identifier. Notice-triggering PI includes PI in electronic, paper or any other medium.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Carve-Out Trigger Notice means a written notice delivered by the Administrative Agent or the Required Lenders (which delivery may be made by any electronic method of transmission) to the Borrower and its counsel, the United States Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and continuance of an Event of Default, and stating that the Post-Carve-Out Trigger Notice Cap has been invoked.

  • Put Event means the occurrence of any of the following:

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Company Termination Event means any of the following:

  • Early Dissolution Event has the meaning specified in Section 9.2.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Terminating Event means any of the following events:

  • Prepayment Distribution Trigger With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”