Termination Event Defined Terms. In Section 16.8(n), the following expressions have the following meanings: “
Termination Event Defined Terms Sample Clauses
Related to Termination Event Defined Terms
Additional Defined Terms Other capitalized terms defined elsewhere in the Agreement and not defined in Section 13.1 will have the meanings assigned to such terms in this Agreement in the sections referenced below: Adjustment Amount Section 2.2(f) Agreement Preamble Allocation Section 2.4 Assigned Contracts Section 1.1(f) Assigned Home Sale Contracts Section 1.1(c) Assigned Permits Section 1.1(g) Assignment and Assumption Agreement Section 8.1(d) Assumed Liabilities Section 1.3 Base Purchase Price Section 2.1(a) Xxxx of Sale Section 8.1(c) Buyer Introduction Buyer Indemnified Party Section 10.1 Closing Section 2.2 Closing Date Section 2.2 Closing Net Asset Value Section 2.2(b) Closing Statement Section 2.2(b) Confidential Information Section 5.3(a) Cooperation Indemnitees Section 6.4(a) Deductible Section 10.5(b) Deed Section 8.1(b) Determination Date Section 2.2(e) Dispute Notice Section 2.2(c) Disputed Items Section 2.2(c) Escrow Account Section 2.1(b)(i) Estimated Closing Statement Section 2.2(a) Estimated Net Asset Value Section 2.2(a) Estimated Purchase Price Section 2.1(a) Excluded Assets Section 1.2 Excluded Liabilities Section 1.4 Financial Statements Section 3.5 Financing Section 6.4(a) Financing Sources Section 6.4(b) General Indemnification Period Section 10.4 Holding Indemnity Agreement Section 8.1(f) Home Sale Contract Section 3.12 Home Sale Contract Deposits Section 1.1(d) Indemnification Cap Section 10.5(a) Indemnified Party Section 10.3(a) Indemnifying Party Section 10.3(a) Insured Bonds Section 6.3 Inter-Party Claim Section 10.3(a) Land Recital A Latest Balance Sheet Section 3.5 Latest Balance Sheet Date Section 3.5 Liable Party Section 10.9 Nonassignable Asset Section 1.6 Other Contracts Section 1.1(f) Owned Real Property Section 1.1(a) Party Introduction Personal Property Section 1.1(b) Pre-Closing Period Section 5.1(a) Projections Section 12.6 Property Taxes Section 7.1 Purchased Assets Section 1.1 Purchased Assets Conditions Section 6.1 Real Estate Transfer Taxes Section 7.2 Removed Real Property Section 1.5 Resolution Period Section 2.2(d) Seller Introduction Seller Indemnified Party Section 10.2 Seller Transaction Documents Section 3.1 Tax Representations Section 10.4 Termination Date Section 11.1(b) Third Party Claim Section 10.3(b) Title Policy Section 6.2 Title Pro Forma Section 6.2 Transaction Recital B Unresolved Items Section 2.2(e) Warranty Services Agreement Section 8.1(e)
Termination Events If the Early Termination Date results from a Termination Event:—
Definition of Events of Default “Event of Default” means the occurrence of any of the following:
Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty may, within five Scheduled Trading Days of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i) (provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any delivery of an Early Conversion Notice); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(m) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.
Certain Additional Defined Terms In addition to such terms -------------------------------- as are defined in the opening paragraph and in Section 1.1 of this Agreement, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:
Additional Definitions The following terms have the meanings given below:
Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:
Acceleration Events Each of the following events shall constitute an “Acceleration Event”:
Event of Default Defined Except as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
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).
