Payout Events Sample Clauses

Payout Events. The Executive shall be entitled to the full and complete rights afforded by this section if, during the period that begins six (6) months prior to the Closing Date of a Change in Control event and that ends twelve (12) months following the Closing Date of a Change in Control event, the Executive: (a) is involuntarily terminated by the Bank or the Successor Employer, unless such termination is for Cause, as such term is defined in this Employment Agreement; or (b) resigns from employment with the Bank or the Successor Employer following a reduction in the Executive’s base salary or bonus opportunity; or (c) is required by the Bank or the Successor Employer to relocate the Executive’s place of employment to a location more than 25 miles from the Executive’s current place of employment. “Closing Date” shall mean the date on which such transaction or stock purchase is signed and finalized.
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Payout Events. If any of the following events ("Payout Events") shall occur: (a) as of any Reporting Date, the Delinquency Ratio for the preceding Determination Date exceeds 3.0%; (b) as of any Reporting Date, the Default Ratio for the preceding Determination Date exceeds 2.75%; (c) the passage of 60 days following receipt by the Purchaser of a written notification of the Seller's intent to terminate the revolving period; (d) a Restricting Event has occurred.
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Payout Events. The Executive shall be entitled to the full and complete rights afforded under Section 5 of this Agreement upon the occurrence of a Payout Event. A “Payout Event” shall be deemed to have occurred upon a Change in Control provided that the Executive is then employed by the Company or the Successor Employer.
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Payout Events. The Executive, without waiving any contractual rights afforded elsewhere in this Agreement, shall be entitled to the full and complete rights afforded by this section if, during the period that begins six (6) months prior to the Closing Date of a Change in Control event and that ends twelve (12) months following the Closing Date of a Change in Control event, the Executive: (a) is involuntarily terminated by the Employer or the Successor Employer, unless such termination is for Cause, as such term is defined in this Employment Agreement; or (b) resigns from employment with the Employer or the Successor Employer following a reduction in the Executive’s base salary or bonus opportunity; or (c) is required by the Employer or the Successor Employer to relocate the Executive’s place of employment to a location more than 25 miles from the Executive’s current place of employment. “Closing Date” shall mean the date on which such transaction or stock purchase is signed and finalized.
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Payout Events. The Executive shall be entitled to the full and complete rights afforded by this section if, during the period that begins nine (9) months prior to the Closing Date of a Change in Control event and that ends twelve (12) months following the Closing Date of a Change in Control event: (a) Executive’s employment is terminated by Employer (or the Successor Employer) Without Cause under Section 4.3; (b) Executive’s employment is terminated by Employer (or the Successor Employer) Due to Non-Renewal under Section 4.4; (c) Executive resigns from employment with Employer or Successor Employer within 90 days after receiving a reduction in the Executive’s base salary or bonus opportunity; or Executive is required by Employer or Successor Employer to relocate the Executive’s place of employment to a location more than 25 miles from the Banks headquarters in Reston, Virginia; or (d) the Successor Employer reassigns Executive to a different position or title, changes or eliminates any of the positions or titles guaranteed to Executive under Section 1.1, or appoints or assigns another person to share any of the positions or titles guaranteed to Executive under Section 1.1 of this Agreement, or changes Executive’s Manager to any individual or body other than the Board of Directors of Employer or any Successor Employer. “Closing Date” shall mean the date on which such transaction or stock purchase is signed and finalized.
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Payout Events. If any of the following events ("Payout Events") shall occur: (a) as of any Reporting Date, the Delinquency Ratio for the preceding Determination Date exceeds 4.5%; (b) as of any Reporting Date, the Default Ratio for the preceding Determination Date exceeds 3.0%; (c) the Reinvestment Termination Date shall have occurred; (d) the level of Capital exceeds the Capital Limit and the Seller does not, within one Business Day, contribute Eligible Contracts and/or cash collateral sufficient to cause the Capital to comply with the Capital Limit; (e) the Seller is not in compliance with the Portfolio Concentration Criteria; (f) a Servicer Default occurs and is continuing; (g) (i) failure on the part of the Seller to make any payment or deposit required by the terms of this Agreement on the day such payment or deposit is required to be made or
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Payout Events. The Executive, without waiving any contractual rights afforded elsewhere in this Agreement, shall be entitled to the full and complete rights afforded by this section if, during the period that begins six (6) months prior to the Closing Date of a Change in Control event and that ends twelve (12) months following the Closing Date of a Change in Control event, the Executive: (a) is involuntarily terminated by the Employer or the Successor Employer, unless such termination is for Cause, as such term is defined in this Employment Agreement; or (b) resigns from employment with the Employer or the Successor Employer following a reduction in the Executive’s base salary or bonus opportunity; or (c) is required by the Employer or the Successor Employer to relocate the Executive’s place of employment to a location more than 25 miles from the Executive’s current place of employment; or (d) the Successor Employer reassigns Executive to a different position or title, changes or eliminates any of the positions or titles guaranteed to Executive under Section 1.1, or appoints or assigns another person to share any of the positions or titles guaranteed to Executive under Section 1.1 of this Agreement. “Closing Date” shall mean the date on which such transaction or stock purchase is signed and finalized.
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Related to Payout Events

  • Pay Out Events If any one of the following events shall occur with respect to the Series 2018-2 Certificates: (a) the occurrence of an Insolvency Event relating to any Transferor or other holder of the Original Transferor Certificate; (b) the Trust becomes an investment company within the meaning of the Investment Company Act; (c) failure on the part of any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 2018-2 Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to the Transferors and the Trustee by any Holder of the Series 2018-2 Certificates; (d) any representation or warranty made by any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 2018-2 Certificates and as a result of which the interests of the Series 2018-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement; (e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement; (f) any Servicer Default which would have an Adverse Effect shall occur; (g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period; (h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date; (i) a Transfer Restriction Event shall occur; (j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or (k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).

  • Compensation Events 44.1 The following are Compensation Events unless they are caused by the Contractor: (a) The Employer does not give access to a part of the Site by the Site Possession Date stated in the Contract Data. (b) The Employer modifies the schedule of other contractors in a way which affects the work of the contractor under the contract. (c) The Engineer orders a delay or does not issue drawings, specifications or instructions required for execution of works on time. (d) The Engineer instructs the Contractor to uncover or to carry out additional tests upon work which is then found to have no Defects. (e) The Engineer unreasonably does not approve for a subcontract to be let. (f) Ground conditions are substantially more adverse than could reasonably have been assumed before issuance of Letter of Acceptance from the information issued to Bidders (including the Site Investigation Reports), from information available publicly and from a visual inspection of the Site. (g) The Engineer gives an instruction for dealing with an unforeseen condition, caused by the Employer, or additional work required for safety or other reasons. (h) Other contractors, public authorities, utilities or the Employer does not work within the dates and other constraints stated in the Contract, and they cause delay or extra cost to the Contractor. (i) The advance payment is delayed. (j) The effect on the Contractor of any of the Employer’s Risks. (k) The Engineer unreasonably delays issuing a Certificate of Completion. (l) Other Compensation Events listed in the Contract Data or mentioned in the Contract. 44.2 If a Compensation Event would cause additional cost or would prevent the work being completed before the Intended Completion Date, the Contract Price shall be increased and/or the Intended Completion Date is extended. The Engineer shall decide whether and by how much the Contract Price shall be increased and whether and by how much the Intended Completion Date shall be extended. 44.3 As soon as information demonstrating the effect of each Compensation Event upon the Contractor's forecast cost has been provided by the Contractor, it is to be assessed by the Engineer and the Contract Price shall be adjusted accordingly. If the Contractor's forecast is deemed unreasonable, the Engineer shall adjust the Contract Price based on Engineer’s own forecast. The Engineer will assume that the Contractor will react competently and promptly to the event. 44.4 The Contractor shall not be entitled to compensation to the extent that the Employer's interests are adversely affected by the Contractor not having given early warning or not having cooperated with the Engineer.

  • Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

  • Subsequent Events If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”: