Qualified Event Sample Clauses

Qualified Event. In the event that the first Triggering Event to occur is a Qualified Event, upon the applicable Vesting Date, the Participant shall be entitled to receive a number of Shares having an aggregate value on the applicable Vesting Date equal to the Fair Market Value on the applicable Vesting Date of the Share Units subject to this Award.
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Qualified Event. If (a) the License of a Member or its Affiliates is terminated for any reason whatsoever, (b) a Member or its Affiliates is not party to a License for a period exceeding six (6) consecutive months, (c) a Member materially breaches its obligations under this Agreement, which breach is not cured within a period of thirty (30) days following notice thereof from the Company or (d) a Member or any of its Affiliates seeks the dissolution of the Company (each a “Qualified Event”), the Member subject to such Qualified Event (the “Terminating Member”) shall provide the other Member (the “Receiving Member”) with written notice of such Qualified Event. Within thirty (30) days of (i) receipt by the Receiving Member of such written notice, (ii) receipt by the Terminating Member of a written notification made by the Receiving Member stating that a Qualified Event has taken place to which the Terminating Member has not objected within twenty (20) days or (iii) an enforceable arbitral decision confirming such Qualified Event, the Receiving Member shall have the right to buy the TIS Quota held by the Terminating Member for a price of $2’000’000 (two million US dollars) by delivering notice to the Terminating Member of its election to do so within thirty (30) days of such date. If such right is exercised, the Terminating Member shall within thirty (30) days of receipt of such written notice transfer the TIS Quota held by such Member in exchange for the payment by the other Member of $2’000’000 (two million US dollars). Such payment shall be made by wire transfer of immediately available funds to an account identified by the Terminating Member for such purpose. If the Receiving Member acquires the TIS Quota of the Terminating Member, the Terminating Member shall be entitled to continue using the rights relating to the Marks granted to such Terminating Member prior to the Qualified Event for a period following such Qualified Event of (a) six (6) months for the purposes of marketing materials and (b) twelve (12) months for taking off the Marks from all of its products and neither the Company nor the Receiving Member shall use the rights relating to the Marks exclusively granted to the Terminating Member prior to the Qualified Date until the date which is five (5) years following such Qualified Event without the consent of the Terminating Member.
Sample 1Sample 2
Qualified Event. If, following the Issuance Date, the Borrower issues any shares of Common Stock in conjunction with an equity or equity based financing or combination of equity financings (collectively, the “Equity Financing”) with gross proceeds totaling at least $1,000,000, the outstanding principal amount of this Note together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), shall automatically be converted into shares of Common Stock (the “Qualified Event”) five (5) business days (the “Mandatory Conversion Date”) after the closing of the Equity Financing; provided, however, that if the blended per share purchase price of the securities purchased in the Equity Financing is less than the Conversion Price, then in lieu of the Qualified Event, the Borrower has the option to redeem (the “Optional Redemption”) the outstanding principal and interest of the Notes no more than fifteen (15) days after the date of mailing of the notice of redemption to the holder of this Note and each other holder of Notes, which mailing date shall be no later than the Mandatory Conversion Date and which date shall be the date by which the Borrower must elect to redeem. The notice of redemption shall set forth the date fixed for redemption. For purposes of determining the number of equity securities to be received by the Holder upon such conversion in the event that the Borrower does not elect the Optional Redemption or fails to mail a notice of redemption by the Mandatory Conversion Date, the Holder shall be deemed to have tendered 110% of the Outstanding Balance of the Note as payment of the purchase price for the Common Stock as the result of the Qualified Event. If, however, the price per share pursuant to the Qualified Event is equal to or greater than the Conversion Price, the Holder shall be deemed to have tendered 100% of the Outstanding Balance of the Note as payment of the purchase price for the Common Stock as the result of the Qualified Event. Upon a conversion pursuant to a Qualified Event, the Holder shall automatically be deemed to be a purchaser in such Equity Financing and shall be granted all rights afforded a purchaser in the Equity Financing, and upon consummation of an Equity Financing, this Note shall cease to exist and all rights and obligations of the Borrower and Holder shall terminate. Notwithstanding any other term of this Note, the Conversion Right shall terminate two (2) business days after the Qualified Event. Borrower shall provide immedi...
Sample 1
Qualified Event. If there is a Qualified Event before the termination of this Safe, immediately prior to the closing of such Qualified Event (for the avoidance of doubt, the Merger shall be considered as closing of a Qualified Event), this Safe will automatically convert, to the extent legally possible, into: (a) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the Discount Price, if the post-money valuation is equal to or less than $250,000,000.00; or (b) if the post-money valuation exceeds $250,000,000.00, the greater of (i) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the lowest price per share of the Standard Shares; or (ii) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the Safe Price (the “Issue Shares”). For the avoidance of doubt, in case the Qualified Event is triggered by the Merger, the Investor’s right to the Issue Shares upon automatic conversion shall be in the amounts and proportions as set forth in Schedule 1. In the context of the automatic conversion of the Safe, the Investor agrees that no further actions shall be effected from the Investor in order for the Company to issue and allot the Issue Shares to the Investor, immediately prior to the closing of such Qualified Event. In connection with the automatic conversion of this Safe and the related subscription of the Issue Shares by the Investor, the Investor will execute and deliver to the Company all of the transaction documents related to the Qualified Event; provided, that such documents (i) are the same documents to be entered into with the purchasers or subscribers, as the case may be, of Ordinary Shares, with appropriate variations for the Issue Shares, and (ii) include customary exceptions to any obligations arising out of any drag-along provisions applicable to any dragged shareholders, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor. If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Qualified Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws.
Sample 1

Related to Qualified Event

  • 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.

  • Acquiring Person Events; Triggering Events Subject to Sections 23.1 and 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 one-thousandths of a Preferred Share 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 Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share 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 Shares (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 the occurrence of a Trigger Event, any Rights that are or were acquired or beneficially owned by (1) any Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any such Associate or Affiliate) 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 of Directors of the Company 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 an Associate or Affiliate 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 other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates 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.

  • Purchase of Notes upon a Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the 2045 Notes as set forth in Section 4 of the form of security attached hereto as Exhibit A, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s 2045 Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2045 Notes repurchased, plus accrued and unpaid interest, if any, on the 2045 Notes repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, 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 Holders of the 2045 Notes with a copy to the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the 2045 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or sent 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.

  • Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by Bxxxxxxx. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Acceleration Event The Company shall give Employee at least ten (10) business days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated closing date of a transaction which the Board of Directors of the Company determines to be a change of control of the Company in circumstances where it is appropriate to accelerate the vesting of employee stock options. Upon receipt of such notice, all stock options of Employee shall become immediately exercisable in full, and until the day before such anticipated closing date (or such shorter period as the Company shall reasonably determine and so notify Employee), Employee shall be permitted to exercise all options with respect to up to the entire number of shares of the Company’s common stock covered thereby. The Company may in such notice require that upon the close of the period described above during which an option may be so exercised such option shall terminate to the extent that it has not theretofore been exercised. Notwithstanding the foregoing, in the event the event which was the subject of such notice is not closed, options which were exercised shall be deemed not to have been exercised, any consideration received by the Company on account of the exercise price thereof shall be returned, and such options shall be exercisable thereafter (disregarding any acceleration of vesting as provided for above, which shall then be of no effect) to the same extent they would have been exercisable if no such notice had been given.

  • Offer to Repurchase Upon Change of Control Triggering Event Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to €100,000 or an integral multiple of €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or to transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

  • Termination Upon Event of Default If Foothill terminates this Agreement upon the occurrence of an Event of Default, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Foothill's lost profits as a result thereof, Borrower shall pay to Foothill upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by Foothill as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Triggering Event A "Triggering Event" shall have occurred if the Merger Agreement is terminated and Grantee then or thereafter becomes entitled to receive the Termination Fee pursuant to Section 8.5(b) of the Merger Agreement.

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