Second Trigger Date definition

Second Trigger Date means the date that is forty-five (45) days following the earliest of (x) the date on which the Company notifies Emerson in writing of the Second Trigger, (y) the date on which Emerson makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the Second Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson Parent gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the Second Trigger; provided that if on such first date members of the Emerson Group beneficially own more than forty percent (40%) of the outstanding Company Common Stock (and at no point during such forty-five (45) day period beneficially owned less than thirty-five percent (35%) of the outstanding Company Common Stock), the Second Trigger and the Second Trigger Date shall be deemed to not have occurred for all purposes under this Agreement. For the avoidance of doubt, if at any point during such forty-five (45) day period, members of the Emerson Group beneficially own less than thirty-five percent (35%) of the outstanding Company Common Stock, the Second Trigger Date shall occur regardless of any subsequent acquisition by members of the Emerson Group of additional shares of Company Common Stock.

Second Trigger Date means the first date on which DuPont ceases to beneficially own shares representing 30% or more of the votes entitled to be cast by the Voting Stock;

Second Trigger Date means the 20th Trading Day after each of (i) any Registration Statement becomes effective registering Registrable Securities for resale and (ii) if there is no effective Registration Statement(s) that is available for use registering all or any portion of the Underlying Securities for resale by the Holder on the Six Month Reset Date, the Six Month Reset Date.

Examples of Second Trigger Date in a sentence

• Following the Second Trigger Date, Xxxxxxx Parent shall not, and shall cause the other members of the Xxxxxxx Group not to, Transfer, in a single transaction or in a series of transactions, more than ten percent (10%) of the then-outstanding Company Common Stock to any Person who is engaged in any business that engages in the Company Business (other than a member of the Company Group or a member of the Xxxxxxx Group), unless approved by an RPT Committee.

• The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Second Trigger Date.

• This Article III shall apply from the date of the Stockholders Agreement until the Second Trigger Date.

• Notwithstanding anything to the contrary set forth in these By-Laws, on and after the Second Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by such holders in lieu of such a meeting.

• The Company will implement internal control changes as reasonably proposed by Xxxxxxx Parent, provided that following the Second Trigger Date and until the Third Trigger Date, the foregoing shall not apply and instead the Company Board shall determine if the Company will implement any internal control changes reasonably proposed by Xxxxxxx Parent.

More Definitions of Second Trigger Date

Second Trigger Date. As defined in Section 3(c) hereof.

Second Trigger Date means the date that is the earlier of (i) thirty (30) days prior to the deadline for director nominations and stockholder proposals pursuant to the Bylaws for the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and (ii) one hundred and twenty (120) days prior to the first anniversary of the 2024 Annual Meeting.

Second Trigger Date means the date on which (whichever comes first): (i) LABCORP’s, its Affiliates’ and sublicensees’ net collected revenue from performance of Assays (excluding Research Assays) exceeds [CONFIDENTIAL TREATMENT REQUESTED]/*/, or (ii) LABCORP, its Affiliates and sublicensees have processed and billed for [CONFIDENTIAL TREATMENT REQUESTED]/*/ Assays (excluding Research Assays) regardless of whether the Assays have been reimbursed.

Second Trigger Date means the first date on which the members of the Liberty Mutual Affiliated Group cease to Beneficially Own, in the aggregate, (20%) or more of the shares of then outstanding Common Stock.

Second Trigger Date means the first date on which the members of the Citigroup Affiliated Group cease to Beneficially Own, in the aggregate, shares entitled to twenty percent (20%) or more of the votes entitled to be cast by the holders of then outstanding Common Stock.

Second Trigger Date means the first day occurring on the last date of a calendar month following the occurrence of the First Trigger Date, on which the Available Equity Capital is equal to an amount less than the Required Capital, as determined by the Association on the basis of documentation satisfactory to the Association provided by ATI, in accordance with the World Bank Disbursement Guidelines.

Second Trigger Date means the date that is 45 days following the earliest of (x) the date on which New AspenTech notifies Emerson Sub in writing of the Emerson Group ceasing to beneficially own more than 40% of the outstanding shares of Common Stock (the “Second Trigger”), (y) the date on which Emerson Sub makes an amendment to this Schedule 13D to disclose the Second Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson gains actual knowledge (and not constructive, imputed or other similar concepts