Common use of Trigger Event Clause in Contracts

Trigger Event. In the event that any holder of shares of Series A Preferred Stock fails to fulfill its entire obligation to participate in the Milestone Closing (as defined below) by purchasing, in the aggregate, in the Milestone Closing such holder’s Designated Amount (as defined below), then (i) each share of Preferred Stock held by such holder shall automatically, effective upon, subject to, and concurrently with the consummation of the Milestone Closing and without any further action on the part of such holder, be converted into a number of shares of Common Stock equal to the quotient of (a) the number of shares of Common Stock into which such share of Preferred Stock is convertible pursuant to Subsection 4.1.1 immediately prior to the consummation of such Milestone Closing, divided by (b) ten and (ii) (a) nine out of every ten shares of Common Stock issued upon conversion of Preferred Stock and held by such holder as of immediately prior to the Milestone Closing shall immediately be deemed surrendered and cancelled without any action on the part of such holder, (b) the certificate or certificates formerly Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. evidencing the shares of Common Stock held by such holder prior to such cancellation shall be deemed only to represent the portion of such shares remaining outstanding following such cancellation, and (c) upon surrender of such certificate or certificates (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) for such shares of Common Stock, the Corporation shall issue and deliver to such holder, a certificate or certificates for the number of full shares of Common Stock that remain outstanding in accordance with the provisions hereof. For purposes of determining whether a holder of Preferred Stock has purchased in the Milestone Closing its Designated Amount, all shares of Preferred Stock purchased by Investor Affiliates (as defined below) of such holder in the Milestone Closing shall be aggregated with the shares of Preferred Stock purchased by such holder in the Milestone Closing (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Such conversion is referred to as a “Special Mandatory Conversion.”

Trigger Event. In 1. Any occurrence of any one or more of the event following will constitute a “Trigger Event”: (a) Holder does not timely receive the number of Conversion Shares stated in any Conversion Notice pursuant to this Certificate of Designations or any other agreement with Holder for any reason whatsoever, time being of the essence, including without limitation the issuance of restricted shares if counsel for Corporation or Holder provides a legal opinion that shares may be issued without restrictive legend; (b) Any violation of or failure to timely perform any holder covenant or provision of shares this Certificate of Series A Preferred Designations, the Stock fails Purchase Agreement, any Transaction Document or any other agreement with Holder, related to fulfill its entire obligation payment of cash, registration or delivery of Conversion Shares, time being of the essence; (c) Any violation of or failure to participate perform any covenant or provision of this Certificate of Designations, the Stock Purchase Agreement, any Transaction Document or any other agreement with Holder, which in the Milestone Closing case of a default that is curable, is not related to payment of cash, registration or delivery of Conversion Shares, and has not occurred before, is not cured within 5 Trading Days of written notice thereof; (as defined belowd) by purchasing, Any representation or warranty made in the aggregateSecurities Purchase Agreement, any Transaction Document or any other agreement with Holder will be untrue, incorrect, or misleading in any material respect as of the Milestone Closing such holder’s Designated Amount date when made or deemed made; (e) The occurrence of any default or event of default under any material agreement, lease, document or instrument to which the Corporation or any subsidiary other than CATI Operating LLC, a Texas limited liability company (“CATI”) is obligated, including without limitation of an aggregate of at least $500,000 of indebtedness; (f) While any Registration Statement is required to be maintained effective, the effectiveness of the Registration Statement lapses for any reason, including, without limitation, the issuance of a stop order, or the Registration Statement, or the prospectus contained therein, is unavailable to Holder sale of all Conversion Shares for any 5 or more Trading Days, which may be non-consecutive; (g) The suspension from trading or the failure of the Common Stock to be trading or listed on the Trading Market; (h) The Corporation notifies Holder, including without limitation, by way of public announcement or through any of its attorneys, agents or representatives, of its intention not to comply, as defined below)required, then with a Conversion Notice pursuant to this Certificate of Designations or any other agreement with Holder, at any time, including without limitation any objection or instruction to its transfer agent not to comply with any notice from Holder; (i) each share Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of Preferred Stock held debtors will be instituted by such holder shall automatically, effective upon, subject to, and concurrently with the consummation of the Milestone Closing and without any further action on the part of such holder, be converted into a number of shares of Common Stock equal to the quotient of (a) the number of shares of Common Stock into which such share of Preferred Stock is convertible pursuant to Subsection 4.1.1 immediately prior to the consummation of such Milestone Closing, divided by (b) ten and (ii) (a) nine out of every ten shares of Common Stock issued upon conversion of Preferred Stock and held by such holder as of immediately prior to the Milestone Closing shall immediately be deemed surrendered and cancelled without any action on the part of such holder, (b) the certificate or certificates formerly Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. evidencing the shares of Common Stock held by such holder prior to such cancellation shall be deemed only to represent the portion of such shares remaining outstanding following such cancellation, and (c) upon surrender of such certificate or certificates (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account or any subsidiary other than CATI and, if instituted against the Corporation or any subsidiary other than CATI by a third party, an order for relief is entered or the proceedings are not dismissed within 30 days of their initiation; (j) The appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, or other similar official of the alleged lossCorporation or any subsidiary other than CATI or of any substantial part of its property, theft or destruction the making by it of such certificate) an assignment for such shares the benefit of Common Stockcreditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Corporation shall issue and deliver or any subsidiary other than CATI in furtherance of any such action or the taking of any action by any person to such holder, commence a certificate foreclosure sale or certificates any other similar action under any applicable law; (k) A final judgment or judgments for the number payment of full shares money aggregating in excess of Common Stock that remain outstanding in accordance $500,000 are rendered against the Corporation or any of its subsidiaries other than CATI and are not stayed or satisfied within 30 days of entry; (l) The Corporation does not for any reason timely comply with the provisions hereofreporting requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including without limitation timely filing when first due all periodic reports; (m) Any regulatory, administrative or enforcement proceeding is initiated against Corporation or any subsidiary (except to the extent an adverse determination would not have a material adverse effect on the Company’s business, properties, assets, financial condition or results of operations or prevent the performance by the Company of any material obligation under the Transaction Documents); or (n) Any material provision of this Certificate of Designations shall at any time for any reason, other than pursuant to the express terms thereof, cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof will be contested by any party thereto, or a proceeding will be commenced by the Corporation or any subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Corporation or any subsidiary denies that it has any liability or obligation purported to be created under this Certificate of Designations. 2. For purposes of determining whether It is intended that all adjustments made following a holder of Preferred Stock has purchased in Trigger Event will serve to reasonably compensate Holder for the Milestone Closing its Designated Amountconsequences and increased risk following a Trigger Event, all shares of Preferred Stock purchased by Investor Affiliates (as defined below) of such holder in the Milestone Closing shall be aggregated with the shares of Preferred Stock purchased by such holder in the Milestone Closing (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Such conversion is referred to and not as a “Special Mandatory Conversionpenalty or punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from a Trigger Event are difficult to estimate and would be difficult for Holder to prove.”

Trigger Event. In Prior to a Qualified IPO or Deemed Liquidation, in the event that any holder of shares of Series A Preferred Stock fails to fulfill its entire obligation to does not participate in the Milestone Closing a Qualified Financing (as defined below) by purchasing, purchasing in the aggregate, in such Qualified Financing and within the Milestone Closing such holder’s Designated time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount (as defined below) of, the Qualified Financing), such holder’s Pro Rata Amount, then the Applicable Portion (ias defined below) each share of the shares of Preferred Stock held by such holder shall automatically, effective upon, subject to, and concurrently with the consummation of the Milestone Closing and without any further action on the part of such holder, be converted into a number of shares of Common Stock equal to at the quotient of (a) the number of shares of Common Stock into which such share of applicable Preferred Stock is convertible pursuant to Subsection 4.1.1 Conversion Price in effect immediately prior to the consummation of such Milestone ClosingQualified Financing, divided by (b) ten effective upon, subject to, and (ii) (a) nine out concurrently with, the consummation of every ten shares of Common Stock issued upon conversion of Preferred Stock the Qualified Financing and held by such holder as of immediately prior to the Milestone Closing shall immediately be deemed surrendered and cancelled without any action on the part of such holder, (b) the certificate or certificates formerly Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately in accordance with the Securities and Exchange Commission. evidencing following order: (A) first, the shares of Common Series B Preferred Stock held by such holder prior to such cancellation shall be deemed only to represent the portion of such shares remaining outstanding following such cancellation, and (c) upon surrender of such certificate or certificates (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) for such shares of Common Stock, the Corporation shall issue and deliver in an amount equal to such holder, a certificate or certificates for the number of full ’s Applicable Portion shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that remain outstanding if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) second, the shares of Series A Preferred Stock held by such holder in accordance with an amount equal to such holder’s Applicable Portion, less the provisions hereofnumber of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) third, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Sections 2(e)(vii)(1)(A) and 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. For purposes of determining whether the number of shares of Preferred Stock owned by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in the Milestone Closing its Designated Amounta Qualified Financing, all shares of Preferred Stock purchased held by Investor Affiliates (as defined below) of such holder in the Milestone Closing shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the shares of Preferred Stock Offered Securities purchased by such holder in the Milestone Closing (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Such conversion is referred to herein as a “Special Mandatory Conversion.”

Trigger Event. 9.1 Subject to Clause 9.4, at any time when a Trigger Event has occurred and is continuing, the Security Trustee shall, if directed to do so by each of the National Agents, send a written notice (a "TRIGGER EVENT NOTICE") of the relevant Trigger Event to GFC and following receipt of any Trigger Event Notice and so long thereafter as the relevant Trigger Event is continuing each Export Lessee shall: (a) pay to the Security Trustee, all rent, cash deposits and Maintenance Reserves which are received or paid for the account of such Export Lessee by, from, or on behalf of, any Lessee pursuant to any Lease (other than indemnity payments and third party liability insurance proceeds received by such Export Lessee for its own account and not to replenish the Security Deposit); (b) deposit with the Security Trustee the originals of all letters of credit then held by such Export Lessee or GFC (or any other person) on its behalf by way of security in respect of any of the Aircraft and execute or procure the execution of in favour of the Security Trustee an irrevocable power of attorney with respect to such letters of credit and ensure that any letters of credit in respect of any of the Aircraft it receives shall have the Security Trustee as the named beneficiary. In the event that the relevant Export Lessee is entitled to make a claim under any holder such letter of shares credit it shall promptly notify the Security Trustee. The Security Trustee shall promptly thereafter take such action as shall be necessary to enable the relevant Export Lessee to make the relevant claim, provided that such Export Lessee shall ensure that any amounts paid under any such letters of Series A Preferred Stock fails credit shall be paid to fulfill such party and such account as the Security Trustee shall direct; and (c) observe the Mortgage registration covenant set forth in Clause 7.8 as if the proviso thereto did not apply, 9.2 Following the service of a Trigger Event Notice and so long thereafter as the relevant Trigger Event is continuing, the Security Trustee may exercise its entire obligation to participate in the Milestone Closing (as defined below) by purchasing, in the aggregate, in the Milestone Closing such holder’s Designated Amount (as defined below), then (i) each share of Preferred Stock held by such holder shall automatically, effective upon, subject rights pursuant to, and concurrently with the consummation of the Milestone Closing and without any further action on the part of such holder, be converted into a number of shares of Common Stock equal to the quotient of : (a) the number of shares of Common Stock into which relevant Lease Security Assignments and Operating Lessor Security Assignments to serve notice on any Lessee requiring such share of Preferred Stock is convertible Lessee to pay all monies payable at any time thereafter to an Export Lessee pursuant to Subsection 4.1.1 immediately prior the relevant Lease to such account as the consummation of Security Trustee shall direct in such Milestone Closing, divided by (b) ten and (ii) (a) nine out of every ten shares of Common Stock issued upon conversion of Preferred Stock and held by such holder as of immediately prior to the Milestone Closing shall immediately be deemed surrendered and cancelled without any action on the part of such holder, notice; and (b) the certificate relevant Borrower Security Assignments to serve notice on any: (i) Lessee requiring such Lessee to pay all monies payable at any time thereafter to an Export Lessee pursuant to the relevant Lease; and (ii) Export Lessee requiring such Export Lessee to pay all monies payable at any time thereafter to a Borrower pursuant to the relevant Credit Sale Agreement, in each case to such account as the Security Trustee shall direct in such notice. 9.3 Subject to no Termination Event having occurred and being continuing, and subject to a Trigger Event Notice having been served, in the event of an Export Lessee becoming obliged pursuant to the terms of any Lease to return any Lessee Security or certificates formerly Confidential Portions Maintenance Reserves, or make any payment determined on the basis of the amount of any Lessee Security or Maintenance Reserves, to a Lessee, or any circumstance arising in respect of which the relevant Export Lessee would be entitled, in the absence of the provisions of this Exhibit marked as [***] have been omitted pursuant Clause 9, to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. evidencing the shares apply such Lessee Security or Maintenance Reserves towards satisfaction of Common Stock held by such holder prior to such cancellation shall be deemed only to represent the portion of such shares remaining outstanding following such cancellation, and (c) upon surrender of such certificate or certificates (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account obligation of the alleged loss, theft or destruction of such certificate) for such shares of Common Stock, the Corporation shall issue and deliver to such holder, a certificate or certificates for the number of full shares of Common Stock that remain outstanding relevant Lessee in accordance with the provisions hereof. For purposes of determining whether the relevant Lease, the Security Trustee shall return to such Export Lessee any such Lessee Security or Maintenance Reserves which it has received pursuant to Clause 9.1 or shall make such payment as directed by GFC subject to GFC having certified in writing to the Security Trustee that such Export Lessee has become so obliged or so entitled, as the case may be. 9.4 If at any tune after a holder of Preferred Stock Trigger Event Notice has purchased been served a Trigger Event shall cease to be continuing, provided no Termination Event shall have occurred and be continuing, the Security Trustee shall (a) promptly pay or return (as applicable) to the relevant Export Lessee all Trigger Event Security which it received pursuant to Clause 9.1 (and not returned by the Security Trustee to the relevant Export Lessee in accordance with Clause 9.3 above), and in the Milestone Closing case of all cash amounts together with accrued interest thereon (such interest to be calculated by the Agent, acting in its Designated Amountsole discretion), all shares together with any powers of Preferred Stock purchased attorney that it may have received in respect of any letters of credit, except to the extent that any such amounts have been applied by Investor Affiliates the Security Trustee in accordance with the provisions of Clause 12.8.1, and (b) revoke each notice given to any Lessee or as defined below) the case may be, any Export Lessee as contemplated by Clause 9.2. In such case, the Security Trustee agrees to co-operate at GFC's cost in any steps required for any letters of such holder credit issued in the Milestone Closing name of the Security Trustee to be reissued in the name of the relevant Export Lessee or GFC, as shall be aggregated so requested. (b) Clause 12.8 (Application of Trigger Event Security) shall be deleted and replaced with the shares of Preferred Stock purchased by such holder in the Milestone Closing (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Such conversion is referred to as a “Special Mandatory Conversion.”following: