Disqualifying Event Sample Clauses

Disqualifying Event. In connection with the transactions contemplated by the Merger, the Board of Directors of Price REIT shall not exercise any power, and shall waive any right at any time, to take any action to declare a Disqualifying Event (as such term is defined in Price REIT's charter) under Article IX of Price REIT's charter or to redeem or to refuse to transfer shares of Price REIT Common Stock pursuant thereto.
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Disqualifying Event. See definition of Eligible Optional Currencies.
Sample 1
Disqualifying Event. In relation to a Disqualifying Event, other than a Disqualifying Event dealt with in clause 5.2, the Directors may determine that the Option may be exercised immediately before or during the period of 90 days (or such other period as they in their absolute discretion determine) following the Disqualifying Event. Where the Directors determine that the Option may be exercised they will also determine the extent to which it can be exercised and the period within which it can be exercised and, in doing so, may take into account the extent to which any Performance Targets have been satisfied at the time of the Disqualifying Event.
Sample 1
Disqualifying Event. Neither the Purchaser (nor any person who would, through the Purchaser’s ownership in the Fund, be deemed to beneficially own an interest in the Fund) is or has been subject to, is experiencing or has experienced (in each case, within the period of time prescribed by the applicable disqualifying or disclosable event under Rule 506(d) under the Securities Act) any of the events described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualifying Event”).4 The Purchaser shall promptly notify the General Partner if the Purchaser or any such other person becomes subject to or experiences a Disqualifying Event or becomes the subject of a formal proceeding that would, if adversely determined, constitute a Disqualifying Event.
Sample 1
Disqualifying Event. There are minimum levels of safety and performance required to qualify for any portion of the Management Fee at Risk for the Measurement Period. Notwithstanding anything to the contrary in this Exhibit or elsewhere in the Agreement, if any of the Disqualifying Events set forth below occur during a Measurement Period, Provider shall receive no portion of the Management Fee at Risk for the applicable Measurement Period, regardless of KPI Scores, and the Aggregate Management Fee at Risk Earned for all KPIs shall equal zero for such Measurement Period. Any of the following shall constitute a “Disqualifying Event”:
Sample 1
Disqualifying Event. Such Key Stockholder has not had a “disqualifying event” as defined in Rule 506(d)(1) of Regulation D of the Securities Act.
Sample 1
Disqualifying Event. A “Disqualifying Event” shall exist if the Junior Lender shall (i) be in default of any payment or performance obligation under the Guaranty, or (ii) claim that the Guaranty is not valid and binding on such Junior Lender, (iii) repudiate its obligations under the Guaranty or (iv) initiate legal proceedings (in the form of an insolvency proceeding, receivership, liquidation, dissolution, debt reorganization or like proceeding) seeking, inter alia, an adjudication that the Guaranty is not valid and binding on such the Junior Lender.
Sample 1
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Disqualifying Event. Immediately prior to the occurrence of any Transfer or other event (a “Disqualifying Event”) that, but for the operation of this Section 1, would have caused a REIT Subsidiary be treated as closely held within the meaning of Code Section 856(h) or otherwise fail to qualify as a REIT, all or a portion (as determined below) of the Limited Partner Interest held by any Limited Partner whose direct or indirect Transfer or continued ownership of such Limited Partner Interest would have caused the Disqualifying Event shall be automatically transferred to a Trust with the rights, preferences and privileges described in this Schedule C, and shall be subject to the provisions of this Schedule C, without any further action by any Person (but subject to Section 10 hereof), as of the close of business on the Business Day immediately prior to the date of such Disqualifying Event. The intent of this Section 1 is to transfer automatically only the minimum amount of a Limited Partner Interest required to avoid a Disqualifying Event and, in the case of transfers by a Limited Partner that would cause a Disqualifying Event, that only the Limited Partner Interests of the purported Transferor or its Transferee be treated as transferred to a Trust. If a Disqualifying Event (including, for the avoidance of doubt, the original issuance of a Limited Partner Interest) arises as a result of direct or indirect transfers of interests in a Limited Partner and/or a Limited Partner’s failure to comply with any representation or covenant as to the Limited Partner’s domestic or foreign status (or the status of the Limited Partner’s direct or indirect owners), only the Limited Partner Interests of the Limited Partners the ownership of which was subject to direct or indirect transfer and/or the Limited Partners violating their representations or covenants are intended to be transferred to the Trust. If a Disqualifying Event could be avoided by transferring different combinations of Limited Partner Interests, the determination by the General Partner of which Limited Partner Interests shall be treated as transferred to a Trust shall be determinative.
Sample 1

Related to Disqualifying Event

  • Dissolving Events The Partnership shall be liquidated and dissolved in the manner hereinafter provided upon the happening of any of the following events, whichever first occurs:

  • Acquiring Person Events; Triggering Events Subject to Section 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one-thousandths of a share of Series A Preferred for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Agreement and in lieu of Series A Preferred, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one-thousandths of a share of Series A Preferred for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Stock (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon and after the occurrence of a Trigger Event, any Rights that are or were acquired or Beneficially Owned by (1) any Acquiring Person or any Related Person of such Acquiring Person, (2) a transferee of any Acquiring Person (or of any Related Person of such Acquiring Person) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any Related Person of such Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or a Related Person of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or any other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Related Persons or transferees hereunder. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any RemainCo Benefit Plan or SpinCo Benefit Plan.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Eligibility; Disqualification There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • No Disqualification Events With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

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