Transition Event Clause Samples

A Transition Event clause defines the circumstances under which a significant change in the status or structure of a party—such as a merger, acquisition, or change of control—triggers specific rights or obligations under the agreement. In practice, this clause may require one party to notify the other of the event, allow for renegotiation of terms, or even permit early termination of the contract. Its core function is to address the risks and uncertainties that arise when a party undergoes a major transformation, ensuring that both sides are protected and aware of their options if such a change occurs.
Transition Event. With the mutual approval of the Executive and a majority of the Board, the Company may terminate the Executive’s employment as Chief Executive Officer and Chairman of the Board in connection with the hiring or promotion of another individual into such positions (a “Transition Event”), by delivery of not less than thirty (30) days’ advance written notice to the Executive of the effective date of termination.
View SourceView Similar (2)
Transition Event. Upon the occurrence of the Transition Event, all Obligations with respect to the Term Loan Advances shall be transferred to the Revolving Line, and shall be treated as Advances thereunder for all purposes, including with respect to repayment.
View Source
Transition Event. If, prior to the expiration of the stated term of this Agreement, the Company terminates the Executive’s employment in connection with a Transition Event, this Agreement shall terminate without further obligations to the Executive under this Agreement, other than for (A) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within 30 days of the effective date of termination, (B) payment on the next bonus payment date immediately following the effective date of termination, but no later than two and one half months after the last day of the year that includes the effective date of termination, of the pro rata share (determined on the basis on the number of days during which the Executive served the Company during the applicable fiscal year prior to the effective date of termination) of the bonus that would otherwise have been payable had the Executive continued to be employed by the Company on such bonus payment date; and (C) payment to the Executive of any amounts due pursuant to the terms of any applicable welfare benefit plans; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 4(g)(iii) (other than payment of the Accrued Obligations), the Executive shall first execute and deliver to the Company and RRI a general release agreement substantially in the form attached hereto as Exhibit A, and all rights of the Executive thereunder or under applicable law to rescind or revoke the release shall have expired.
View Source
Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) Loans denominated in Dollars outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans denominated in Dollars bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (fg) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
View Source
Transition Event. Upon at least 15 days prior written notice from the Board, but effective no earlier than the first (1st) anniversary of the Effective Date, the Executive shall resign as CEO (the “Transition Event”). After the Transition Event, the Executive shall continue as an employee of the Company and as a member of, and Chairman of, the Board. Upon the Transition Event, the Executive’s compensation shall be reduced as set forth below. Upon and after the Transition Event, the Executive shall, in his capacity as an employee, perform such duties, functions and responsibilities, commensurate with his positions, as reasonably requested by the Board or the then CEO.
View Source
Transition Event. If, prior to the expiration of the stated term of this Agreement, the Company terminates the Executive’s employment in connection with a Transition Event, this Agreement shall terminate without further obligations to the Executive under this Agreement, other than for (A) timely payment of Accrued Obligations through the effective date of termination, (B) on the next bonus payment date immediately following the effective date of termination, payment of the pro rata share (determined on the basis on the number of days during which the Executive served the Company during the applicable fiscal year prior to the effective date of termination) of the bonus that would otherwise have been payable had the Executive continued to be employed by the Company on such bonus payment date; and (C) payment to the Executive of any amounts due pursuant to the terms of any applicable welfare benefit plans; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 4(e)(iii) (other than payment of the Accrued Obligations), the Executive shall first execute and deliver to the Company and RRI a general release agreement substantially in the form attached hereto as Exhibit B, and all rights of the Executive thereunder or under applicable law to rescind or revoke the release shall have expired.
View Source

Related to Transition Event

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

  • Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

  • 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.