Occurrence of Triggering Event Clause Samples

Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his Base Salary and (ii) earned Bonuses, any vested stock options and any other sums due him.
View SourceView Similar (7)
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his then annual Base Salary, (ii) an amount equal to 50% of his then Base Salary in lieu of any Bonuses whether or not earned or to be earned at the time of a Triggering Event, (iii) all stock options granted to Employee, which shall automatically be vested at an exercise price equal to the lowest exercise or purchase price of any then outstanding stock options or warrants to purchase Common Stock issued by Employer, (iv) an amount equal to two times the dollar value of all Benefits to be received by Employee on annual basis, and (v) any other sums due him. Upon the occurrence of a change of Control, Employer shall provide Employee with continued access to his offices and reasonable use of the office and items specified in Exhibit A for a 30 day period.
View SourceView Similar (4)
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Rouster or his estate shall receive from MTLM a lump sum payment equal to the Base Compensation Rouster was then receiving at the time of the Triggering Event as provided under Section 3(a) of this Agreement that otherwise would have been payable to Rouster through March 31, 2008, but for the occurrence of a Triggering Event. Furthermore, any unvested stock options or stock grants or any unvested long term incentive plan compensation, including, but not limited to the Options and the MTLM Restricted Stock shall immediately become vested. Additionally, unless (i) MTLM terminates Rouster’s employment with the Subsidiaries for Cause, (ii) Rouster terminates his employment with the Subsidiaries without Good Reason, or (iii) Rouster’s employment is terminated as a result of Rouster’s death, Rouster shall, at no cost to Rouster, be entitled to continue to participate in the MTLM-provided health and medical insurance programs until March 31, 2008, irrespective of any then pre-existing health conditions of Rouster or his spouse provided, however, that, if this Agreement is terminated as a result of Rouster’s death, Rouster’s then current spouse shall be entitled to continue to participate in the MTLM-provided health and medical insurance programs for one year after Rouster’s death irrespective of any then pre-existing health conditions, unless, in each case, such continued participation is prohibited by any applicable laws or would otherwise jeopardize the tax qualified status of any such programs. If MTLM is prohibited by applicable law or would otherwise jeopardize the tax qualified status of any health or medical insurance plan and as a result MTLM terminates coverage, it shall promptly reimburse Rouster (or Rouster’s spouse as the case may be) for the cost of obtaining comparable third party coverage irrespective of any then preexisting health conditions of Rouster and/or his spouse.
View SourceView Similar (3)
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from Employer (i) a lump sum payment equal to one times his then annual Base Salary multiplied by the number of years or fractions thereof Employee has been employed by Employer not to exceed three (which for purposes hereof commenced on December 20, 1996), and (ii) an amount equal to one times his then Base Salary in lieu of any Bonuses, whether or not earned or to be earned at the time of a Triggering Event, (iii) all stock options granted to Employee, which shall automatically be vested at an exercise price equal to the lowest exercise or purchase price of any then outstanding stock options or warrants to purchase Common Stock issued by Employer, (iv) an amount equal to three times the dollar value of all Benefits to be received by Employee on annual basis, and (v) any other sums due him. Upon the occurrence of a change of Control, Employer shall provide Employee with continued access to his offices and reasonable use of the office and items specified in Exhibit A for a 30 day period.
View SourceView Similar (2)
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Executive shall receive from MTLM a lump sum payment equal to the Base Compensation provided under Section 3(a) and the minimum annual bonuses provided under Section 3(b)(ii) of this Agreement that otherwise would have been payable to Executive through March 31, 2008 but for the occurrence of a Triggering Event; provided, if he would have earned a bonus in accordance with Section 3(b)(ii) of this Agreement for the fiscal year in which the Triggering Event occurred if Executive had remained employed through the end of the fiscal year, he shall be paid (i) MTLM terminates Executive's employment for Cause, (ii) Executive terminates this Agreement without Good Reason, or (iii) this Agreement is terminated as a result of Executive's death, Executive shall, at no cost to Executive, be entitled to continue to participate in the MTLM-provided health and medical insurance programs until March 31, 2008, provided, however, that, if this Agreement is terminated as a result of Executive's death, Executive's then current spouse and dependent children shall be entitled to continue to participate in the MTLM-provided health and medical insurance programs for one-year after such death, unless, in each case, such continued participation is prohibited by any applicable laws or would otherwise jeopardize the tax qualified status of any such programs. If MTLM is prohibited by applicable law or would otherwise jeopardize the tax qualified status of any health or medical insurance plan and as a result MTLM terminates coverage, it shall promptly reimburse Executive for the cost of obtaining comparable third party coverage.
View Source
Occurrence of Triggering Event. A "Triggering Event" shall be deemed to have occurred upon the receipt by the General Counsel of United of written notice from you, as described in Paragraph 2(b) below (the "Notice"), of the occurrence, without your express written consent, of a United Breach. Notwithstanding any other provision hereof, a Triggering Event shall not be deemed to have occurred if such United Breach is corrected by United within 30 days following the delivery of the Notice.
View Source
Occurrence of Triggering Event. Borrowers acknowledge that a Financial Covenant Triggering Event occurred on February 3, 2005 due to the fact that the sum of Borrowers' Excess Availability plus Qualified Cash on such date was $19,501,897.41, which sum was less than the required amount of $20,000,000. Such Financial Covenant Triggering Event shall be rescinded immediately following Agent's receipt of a Compliance Certificate for the period ending September 30, 2005, provided that such Compliance Certificate evidences Borrowers' compliance with all requirements set forth therein and, provided, further, that no Default or Event of Default has occurred prior to such rescission date.
View Source
Occurrence of Triggering Event. In the event of the occurrence of a Triggering Event, Employee shall receive from Employer a lump sum payment equal to two (2) times "Base Compensation" plus the highest Incentive Bonus paid over the previous two (2) years; provided, however, in no event shall such Incentive Bonus be deemed to be less than $155,000 prior to December 31, 1998. In addition to the lump sum severance payment, Employer will continue to provide, at no cost to Employee, for the lesser of (i) two (2) years from the date of termination or (ii) the date on which Employee becomes employed by another party and obtains substantially equivalent coverage through his new employer, the various group health and dental benefits to which Employee is entitled under this Agreement.
View Source
Occurrence of Triggering Event. Upon the occurrence of a Triggering Event, Employee shall receive from MTLM a lump sum payment equal to the Base Compensation provided under Section 3(a) hereof that otherwise would have been payable to Employee for the Balance of the Term but for the occurrence of a Triggering Event, plus any earned bonuses as set forth in Section 3(b) hereof (determined on a pro rated basis in comparison to Employee's bonus, if any, from the prior year) for the year in which the Triggering Event occurred. Furthermore, any unvested stock options or unvested long term incentive plan compensation shall immediately become vested and be exercisable for the 270 days following the date of the Triggering Event.
View Source

Related to Occurrence of Triggering 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. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 the Offered Securities 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 this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • 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.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase shares of Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Purchase Contract Agent, the Collateral Agent, and to the Holders at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Units in the case of Corporate Units, or Treasury Securities in the case of Treasury Units, in accordance with the provisions of Section 4.3 of the Pledge Agreement.