Cause Event

Cause Event. Shall mean the occurrence of, as determined by the Board, any one or more of the following events: (i) the Stockholder or James P. Miller ("Miller") shall have committed an act of fraud, embezzlement, or misappropriation against the Company or any of its Subsidiaries, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the business of the Company or any of its Subsidiaries; or (ii) the... Stockholder or Miller shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony; or (iii) the Stockholder or Miller shall have breached Section 10.1 or 10.2 of the Stock Purchase Agreement or any one or more of the provisions of the Stockholder Agreement; or (iv) the Stockholder shall have terminated the Consulting Agreement, or the Company shall have terminated the Consulting Agreement following (A) any breach by the Stockholder of any obligation of the Stockholder under the Consulting Agreement which is not cured within ten (10) business days after receipt by the Stockholder from the Company of a notice describing such breach, (B) any act of negligence by the Stockholder or any of its employees that causes or is reasonably likely to cause material harm to the Company or its reputation or the reputation of any of the Company's key officers or significant investors, or (C) 2 Miller fails to make himself personally available to, or otherwise fails in any material respect and for any reason whatsoever (excluding death or disability) to provide consulting and advisory services to the Company at a level and in a manner consistent with the practices of the Stockholder and Miller prior to the "Closing Date" under the Purchase Agreement. View More

Cause Event. (a) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within 30 days that the Adviser, any of its agents or any of its assignees has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company or the ability of the Adviser to perform its duties under the terms of this Agreement, (b) an order for relief in an involuntary bankruptcy case relating to the Adviser or the... Adviser authorizing or filing a voluntary bankruptcy petition, (c) the dissolution of the Adviser, or (d) a determination that the Adviser has (i) committed fraud against the Company, (ii) misappropriated or embezzled funds of the Company, (iii) acted in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement, (iv) failed to act, where such failure to act constituted bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement, or (v) defaulted in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall have continued for a period of 30 days after the Company had given written notice to the Adviser of such default; provided, however, that if any of the actions or omissions described in this clause (d) are caused by an employee and/or officer of the Adviser or one of its Affiliates and the Adviser takes all necessary action against such person and cures the damage caused by such actions or omissions within 30 days of such determination, then such event shall not constitute a Cause Event View More

Cause Event. The occurrence of any of the following, whether such event occurs or is first made public during the Term: (i) any material breach by Provider of this Agreement which is not cured within thirty (30) days following written notice by Company to Provider of such breach; (ii) conviction of a felony under the laws of any jurisdiction, if such felony involves moral turpitude and materially impairs Provider's ability to perform the Services hereunder, provided that (A) termination of this Agreement... shall be Company's sole remedy for the same, and (B) in the event Company wishes to exercise such termination right, it must do so within thirty (30) days following the date of such conviction; or (iii) Provider or Crawford engaging in any Anti-Prestige Activities View More