Amazon Standstill Termination Event definition

Amazon Standstill Termination Event has the meaning set forth in Section 4.6(d).
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Amazon Standstill Termination Event shall be deemed to occur if, as of the end of any Business Day following the date of this Agreement, Amazon and its subsidiaries Beneficially Own shares of Common Stock collectively representing less than five percent of the outstanding shares of Common Stock; provided, however, that if the Beneficial Ownership of Amazon and its subsidiaries collectively represents at least five percent of the outstanding shares of Common Stock at any time within one year following such occurrence, then the provisions of this Section ‎4.5 shall automatically and immediately again become applicable to Amazon.
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Amazon Standstill Termination Event shall be deemed to occur if, as of the end of any Business Day following the date of this Agreement, Amazon and its Affiliates Beneficially Own shares of Common Stock collectively representing less than ten percent (10%) of the Common Stock; provided, however, that if the Beneficial Ownership of Amazon and its Affiliates collectively represents at least ten percent (10%) of the Common Stock at any time within one year following such occurrence, then the provisions of this Section 5.3 and of Section 5.4 shall automatically again become applicable to Amazon. e.If the Company or any of its Affiliates is or becomes party to any agreement, arrangement or undertaking (or any amendment or waiver thereof) relating to its securities that contains any provision that is more favorable to the other party to such agreement than this Section 5.3 (a “More Favorable Agreement”), including (without limitation) with respect to the nature and scope of the restrictions on such party, the duration of such restrictions and any exceptions to such nature, scope or duration, the Company shall promptly provide Amazon notice thereof and a copy of such provision (which need not identify such other party), and upon such notice this Agreement shall be deemed to be amended to conform this Section 5.3, as applicable, with such more favorable provision. The Company represents and warrants that it has not entered into any More Favorable Agreement as of the date hereof. 5.
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Examples of Amazon Standstill Termination Event in a sentence

  • Notwithstanding anything in this Agreement, this Article V shall survive termination of this Agreement pursuant to Section 8.1, and will continue until the date that the Beneficial Ownership of Amazon, in the aggregate, of shares of Common Stock is less than two percent (2.0%) on a fully diluted basis (or in the case of Section 5.3, an Amazon Standstill Termination Event); provided, that Section 5.2 shall survive with respect to the taxable year in which such date occurs.

Related to Amazon Standstill Termination Event

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Company Termination Event means any of the following:

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Commitment Termination Event means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

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

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Forbearance Termination Date means the earlier to occur of (i) the closing of a Transaction; (ii) October 31, 2001, or (iii) the date upon which the Forbearance Default occurs.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • 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.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • 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).

  • Agreement Termination Date is defined in Section 7.4.

  • Put Option Event means a Change of Control Event.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).