Triggering Event

Triggering Event. Shall be deemed to have occurred on the date that any of he following shall have occurred: (A) any member of the Company Group enters into a binding agreement with one or more Independent Third Parties to directly acquire, in exchange for cash, stock, claims, or property, fifty percent or more of the aggregate equity securities of Holdings for which the MLCP Investors and the Equitable Investors (as defined in the Amended and... Restated Stockholders Agreement among Holdings and its Stockholders, dated January 22, 1998) (together, the "Stockholders") are Beneficial Owners as of the Effective Date; (B) any member of the Company Group enters into a binding agreement providing for a merger, consolidation, reorganization or other business combination upon consummation of which one or more Independent Third Parties would own or control fifty percent or more of either (i) the aggregate voting securities of the Company Group, (ii) the aggregate economic interest of the outstanding equity securities of the Company Group or (iii) the aggregate value of the assets of the Company; (C) any member of the Company Group enters into transaction upon consummation of which an Independent Third Party would acquire in exchange for cash, stock, claims or property fifty percent or more of either (I) the aggregate equity securities of the Company, PTK Holdings, Inc. or Supermarkets General Holdings Corporation, or (II) the Company's assets; or (D) any member of the Company Group files a plan of reorganization or motion for relief in a case under title 11 of the United States Code for the purpose of implementing an agreement or transaction of the type described in any of the preceding clauses (A), (B) or (C); provided, however, that a Triggering Event shall not include any change of ownership resulting from a public offering of any of the securities of any of the Company Group pursuant to an effective registration statement under the Securities Act of 1933, as amended. View More

Triggering Event. Means Regulatory Approval of an NDA in the United ---------------- States for a VP Product for the First Indication.

Triggering Event. Shall be deemed to have occurred on the date that any of the following shall have occurred: (A) the Company enters into one or more binding agreements with one or more Purchasers to directly acquire, in exchange for cash, stock, claims, or property, fifty percent or more of the aggregate equity securities of the Company; (B) the Company enters into one or more binding agreements providing for a merger, consolidation, reorganization or other business... combination upon consummation of which one or more Purchasers would own or control fifty percent or more of either (i) the aggregate voting securities of the Company, (ii) the aggregate economic interest of the outstanding equity securities of the Company or (iii) the aggregate value of the assets of the Company; (C) the Company enters into a transaction or transactions upon consummation of which one or more Purchasers would acquire in exchange for cash, stock, claims or property fifty percent or more of either (i) the aggregate equity securities of the Company, or (ii) the Company's assets; or (D) the Company files a plan of reorganization or motion for relief in a case under title 11 of the United States Code for the purpose of implementing an agreement or transaction of the type described in any of the preceding clauses (A), (B) or (C); provided, however, that a Triggering Event shall not include any change of ownership resulting from a public offering of any of the securities of the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended. View More

Triggering Event. As defined in the Securities Purchase Agreement.

Triggering Event. Shall mean the earlier to occur of (i) the IPO Date and (ii) the closing of any Acquisition of a Controlling Interest in ACC by Toshiba or another third party.

Triggering Event. Means (x) a public announcement that the Company has entered into a Transaction, or (y) a decision by the Company not to pursue any potential Transaction after completing its review of strategic alternatives.

Triggering Event. Means: (i) the perfection of Coast's security interests in first and only positions (subject only to Permitted Liens) against the Collateral belonging to Borrowers FCA and IFCN which, at Coast's option, shall require the receipt by Coast of "of record" UCC searches reflecting Coast's first and only security interests (subject only to Permitted Liens), (ii) the completion of due diligence with respect to such Borrowers the results of which are satisfactory to Coast in its sole and absolute... discretion, and (iii) the receipt by Coast of satisfactory evidence that Borrowers FCA and IFCN are in good standing in the states of their formation. View More

Triggering Event. Means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of any Holder pursuant to any... Transaction Document are otherwise suspended for any reason; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of any of the Debentures; (d) at any time after the First Closing Date, any Underlying Shares are not listed on an Eligible Market; (e) the effectiveness of the Registration Statement lapses for any reason or the Hold er shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five or more Trading Days (which need not be consecutive Trading Days in any 12-month period); (f) the Company fails to make any cash payment when required under the Transaction Documents; (g) excluding, for the avoidance of doubt, any failure under (f) above in this definition, the Company defaults in the timely performance of or violates or breaches any other obligation, agreement, covenant, representation and warranty or provision under any of the Transaction Documents and such default, violation or breach continues uncured until the earlier to occur of (i) 30 days after the date the Company becomes or should have become aware of such default, violation or breach or (ii) 10 days after the date on which notice of such default, violation or breach is first given to the Company by a Purchaser (it being understood that no prior notice need be given and opportunity to cure shall be granted (x) in the case of a default that cannot reasonably be cured within the requisite time period or (y) in the case of a default, violation or breach of any representation, warranty or negative covenant in the Purchase Agreement; or (h) a final judgment or judgments for the payment of money aggregating in excess of $100,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; provided, however, that any judgment which is covered by insurance from a creditworthy party shall not be included in calculating the $100,000 amount set forth above; or (i) any Event of Default (as defined in the other Debentures) occurs under any other Debentures. View More

Triggering Event. Has the meaning prescribed for such term in the Mezzanine Notes (which term is incorporated herein by reference).

Triggering Event. Means the occurrence of any of the following events: (a) the Common Stock is either delisted or suspended from trading on The Nasdaq National Market, The New York Stock Exchange, Inc. or The American Stock Exchange, Inc. for a period of ten (10) consecutive trading days (excluding disruptions from business announcements that result in any halt(s) in trading of not more than one day on each occasion), and other than as a result of the suspension of trading in securities on such market in... general; or (b) the Company is ineligible to use Form S-3 or is required to use a different form of registration statement to register the shares of Common Stock issuable upon conversion of shares of Preferred Stock with the SEC, which shares of Common Stock are then required to be registered pursuant to the terms of the Registration Rights Agreement; or (c) (i) the failure of the Registration Statement to be declared effective by the SEC on or prior to the date that is 150 days from the Issuance Date, or (ii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to the holder of the shares of Preferred Stock for sale of all of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive trading days or for more than an aggregate of forty-five (45) trading days in any 365-day period; or (d) notice by the Company or by the Company's transfer agent (which notice, in the case of the transfer agent, has not been revoked within three (3) business days after notice to the Company) to any holder of shares of Preferred Stock, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any shares of Preferred Stock into shares of Common Stock that are tendered in accordance with the provisions of this Certificate of Designations; or (e) a Conversion Default (as defined in Paragraph 12(b)); or (f) the Company shall not have complied with Section 5.15 of the Subscription Agreement or shall not have received the requisite shareholder approval at the shareholder meeting contemplated by Section 5.15 of the Subscription Agreement; or (g) any uninsured money judgment not subject to further appeal (including any arbitration award, but only if reduced to a judgment), writ or warrant of attachment, or similar process in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate shall be entered or filed against the Company, its subsidiaries or any of their properties or other assets and which shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than ten (10) days prior to the date of any proposed sale thereunder; or (h) the Company shall not be in compliance with, or the Company shall have breached any of the provisions of, this Certificate of Designations, the Subscription Agreement, the Warrants, the Registration Rights Agreement or any other document, certificate, agreement or other instrument delivered in connection with the transactions contemplated hereby and thereby, except in the case of a failure to comply with or a breach which is curable, only if such failure to comply or breach continues for a period of at least ten (10) days after notice to the Company. View More