Change Event Resolution Sample Clauses

Change Event Resolution. When a Party learns of a Change Event and seeks to proceed under this Change Event Resolution clause, that Party must notify the other Party of the event/change. Additionally, if Generator Owner initiates a Change Event, Generator Owner must also: (1) provide to the Interconnection Provider notification of the Change Event, and (2) provide to Southern Companies any relevant updated information as requested by Southern Companies (such as revised Interconnection Request milestone dates, Generating Facility design or equipment changes, changes to Transmission Owner Upgrades, etc.). Following notification of a Change Event, the Parties will meet to determine how to proceed. Southern Companies, at its discretion, may suspend work on the Upgrade Project, pending resolution under this Change Event Resolution clause, or may continue performance, reserving all rights under this Agreement, at law, or in equity. In addition, Southern Companies, with Generation Owner approval (such approval to not be unreasonably withheld, conditioned or delayed), may require a new Affected System Study to be performed, and upon study conclusion Generator Owner and Southern Companies will execute a written document reflecting any change (e.g., in scope, cost, milestone date). Generator Owner will be responsible for Southern Companies’ costs to perform such new Affected System Study. If the Change Event is one that Generator Owner can cure or resolve and Southern Companies agrees (such agreement shall not be unreasonably withheld), Generator Owner, at its option and expense, may address the Change Event to Southern Companies’ satisfaction and Southern Companies will then resume performance. Otherwise, following any necessary study or analysis, Generator Owner and Southern Companies will execute a written amendment reflecting any material change (e.g., in scope) resulting from the Change Event. At Southern Companies’ option, the Upgrade Project may remain suspended until the Parties execute an amendment and Generator Owner fulfills any agreed obligation, including providing additional security, if applicable. If the Parties cannot address the Change Event to their mutual satisfaction within a reasonable period of time, either Party may terminate this Agreement pursuant to Section 3.3.1.A (iv) (Termination Due to Change Event).
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Change Event Resolution. In the case of a Change Event, the Parties must proceed pursuant to this Section 2.7.C (Change Event Resolution), Section 3.6 (Dispute Resolution), or Section 4.5 (Termination). When a Party learns of a Change Event and seeks to proceed under this Change Event Resolution clause, that Party must notify the other of the event/change and, if applicable, provide information about the event/change. If a Change Event occurs before Notice to Proceed, either Party may suspend this QFIA by written notice to the other, pending resolution under this Change Event Resolution clause. If a Change Event occurs after Notice to Proceed, GPC, at its discretion, may stop any on-going work, pending resolution under this Change Event Resolution clause, or may continue performance, reserving all rights under this QFIA, at law, or in equity. Subject to the preceding, if the Change Event is one described in Facility Design Modification before COD (Section 1.5.D) or Facility Change after COD (Section 1.6.C), Generator, if applicable, must request and pay for a new study (or studies) and the Parties will amend Exhibit A upon study conclusion. If the Change Event is one that Generator can cure or resolve, and GPC agrees, Generator, at its option and expense, may address the Change Event to GPC’s satisfaction and GPC will then resume performance. Otherwise, if Generator wishes to proceed following the Change Event, and GPC agrees, GPC will conduct any necessary study or analysis and the Parties will amend this QFIA to reflect any change (e.g., in scope, costs, milestone date, or facility design or operation) resulting from the Change Event. At anytime before COD, and at GPC’s option, any on-going work may remain suspended until the Parties sign an appropriate Amendment and Generator fulfills any Amendment obligation, including providing payment or financial security, if applicable. If the Parties cannot address the Change Event to their mutual satisfaction within a reasonable period of time, either Party may give notice of QFIA termination in accordance with Section 4.5 (Termination).
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Change Event Resolution. In the case of a Change Event, the Parties must proceed pursuant to this Section
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Related to Change Event Resolution

  • Exchange Event The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Memorandum and Articles of Association).

  • Transfer, Combination and Split-up of ADRs The Registrar shall register the transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof. The Registrar shall register the split-up or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Ordinary Shares will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.