Transfer Trigger Event definition

Transfer Trigger Event means the death, permanent disability, mental incapacity, or retirement from the CEO/President position after age sixty-five (65) of Norie (or if Norie retires prior to age sixty-five (65), any time after age sixty-five (65)).
Sample 1
Transfer Trigger Event means (i) any merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction, if after such transaction, the counterparty would be the beneficial owner, directly or indirectly, of securities of Amylin representing more than fifty (50%) of the combined voting power of Amylin’s then outstanding securities entitled to vote generally in the election of directors; (ii) the acquisition by any Person or group of Persons of all or substantially all of the assets of Amylin and its Affiliates, taken as a whole, related to the Development and Commercialization of the Exenatide Products and Other Exenatide Products in the Territory; or (iii) any grant by Amylin or any of its Affiliates to a Third Party of any license or other rights (including, without limitation, being a beneficiary of a covenant not to xxx or an express waiver of exclusivity) that results in another Person (other than Amylin’s or Amylin Net Sales Party’s wholesale distributors or re-sellers of Exenatide Products and Other Exenatide Products (e.g., McKesson or Cardinal)) booking sales of Exenatide Products or Other Exenatide Products in the United States.
Sample 1
Transfer Trigger Event has the meaning set forth in the Settlement and Termination Agreement.
Sample 1

Examples of Transfer Trigger Event in a sentence

  • Except for any grant which constitutes a Transfer Trigger Event for which such Grantor has not complied with Sections 13.16 and 13.17 of the Settlement and Termination Agreement, Lilly hereby agrees that any foreclosure on the related Collateral shall be subject to the rights of any such third party so long as such third party consents (or such consent is not required) to the assignment of Grantor’s right thereunder in the foreclosure.

  • Each Shareholder must immediately notify the Company once it becomes aware that a Compulsory Transfer Trigger Event has occurred or is about to occur.

  • If any such grant constitutes a Transfer Trigger Event, such Grantor shall comply with Sections 13.16 and 13.17 of the Settlement and Termination Agreement in connection therewith.

  • Review confirmed that comprehensive minutes are taken, with clear action points generally recorded.

  • No Amylin Party may assign or otherwise transfer this Note or any other Note Documents to which such Amylin Party is a party or any right or obligation hereunder or thereunder without the prior written consent of Lilly (such consent not to be unreasonably conditioned, withheld or delayed), provided that any Transfer Trigger Event shall be subject to the terms of, and consummated in compliance with, the provisions set forth in Section 13.16 and Section 13.17 of the Settlement and Termination Agreement.

  • Transfer Trigger Event”), the Trust shall within seven business days of occurrence of the Transfer Trigger Event issue a notice in writing to the Put Parties (“Transfer Trigger Event Notice”) containing details of (a) the Transfer Trigger Event; (b) the Trust’s bank account; and (c) the proposed date on which the closing should occur being not less than 30 days from the date of issue of the Transfer Trigger Event Notice (the “Transfer Closing Date”).

  • In the event of any Transfer Trigger Event referenced in subsections (i) or (ii) of the definition thereof (but not subsection (iii) of the definition thereof), the Person that is Amylin’s counterparty to the transaction causing such Transfer Trigger Event, and any other Person that is an Affiliate of such counterparty (other than Amylin Pharmaceuticals, Inc.

  • Amylin may not enter into a Transfer Trigger Event referenced in subsection (i) or (ii) of the definition thereof unless the applicable successor, acquiror, assignee or transferee agrees in a written undertaking in a form attached hereto as Exhibit B-1 to assume Amylin’s obligations under this Agreement, the Note and the Security Agreement.

  • In the event that any such successor, licensee, grantee, assignee, transferee or Affiliate does not comply with the applicable foregoing provisions, such Transfer Trigger Event shall be void ab initio and of no legal force and effect.

  • For clarity, the Purchaser and/or its Affiliates, on the one hand, and any affected Asset Selling Entity, on the other, shall each bear fifty percent (50%) of the Indirect Taxes which are not able to be fully recovered or reclaimed only with respect to the Product Inventory (other than Supply Inventory) owned by any Asset Selling Entity at Closing and at the relevant Transfer Trigger Event.

Related to Transfer Trigger Event

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • 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.

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

  • Derivative Provider Trigger Event means (i) an Event of Default with respect to which Party A is a Defaulting Party, (ii) a Termination Event with respect to which Party A is the sole Affected Party or (iii) an Additional Termination Event with respect to which Party A is the sole Affected Party.

  • Delinquency Trigger Event means, for any Collection Period, the aggregate Principal Balance of Delinquent Receivables that have been Delinquent Receivables for 61 days or more as a percentage of the Pool Balance as of the last day of the Collection Period exceeding or being equal to 6.62%.

  • 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.

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

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • 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).

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

  • 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.

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

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

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

  • Cumulative Loss Trigger Event With respect to any Distribution Date, a Cumulative Loss Trigger Event exists if the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance exceeds the applicable cumulative loss percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage ------------------------------ -------------------------- May 2008 through April 2009 1.400% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 2.250% in November 2008) May 2009 through April 2010 3.100% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 3.950% in November 2009) May 2010 through April 2011 4.800% for the first month, plus an additional 1/12th of 1.400% for each month thereafter (e.g., 5.500% in November 2010) May 2011 through April 2012 6.200% for the first month, plus an additional 1/12th of 0.700% for each month thereafter (e.g., 6.550% in November 2011) May 2012 and thereafter 6.900%

  • Servicing Transfer Event means any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan is required to be transferred to the Special Servicer from the Master Servicer.

  • Sequential Trigger Event With respect to any Distribution Date, a Sequential Trigger Event is in effect if (a) with respect to any Distribution Date occurring before July 2009, the circumstances in which the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.20% and (b) with respect to any Distribution Date occurring in or after July 2009, a Trigger Event is in effect.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Swap Counterparty Trigger Event A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • 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.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Distribution Event means, as to each Participant, the earliest of the following events:

  • Servicer Termination Test With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Percentage January 2006 through December 2007 2.75% January 2008 through December 2008 3.25% January 2009 through December 2009 3.75% January 2010 and thereafter 4.50%