Trigger Date for Special Election Meeting Sample Clauses

Trigger Date for Special Election Meeting. Subject to Section 3(b), if a Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission, and the Registrable Shares have not been listed for trading on a national securities exchange, on or before (i) the date that is 180 days immediately following the initial filing of such Registration Statement, (ii) if the Company undertakes an initial public offering pursuant to the IPO Registration Statement and completes such initial public offering, the date that is 60 days after the closing date of such initial public offering, or (iii) if the Company undertakes an initial public offering and is using commercially reasonable efforts to complete the initial public offering, but the initial public offering is not completed within one (1) year following the Closing Date, the date that is sixty (60) days following the one (1) year anniversary of the Closing Date (each, the “Trigger Date”), a special meeting of the stockholders of the Company (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 45 days following the Trigger Date.
Sample 1
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Trigger Date for Special Election Meeting. Subject to Sections 2(f) and 3(b) hereof, if a Registration Statement registering the resale of the Registrable Shares has not been declared effective by a Commission, and the Registrable Shares have not been listed for trading on a Securities Exchange, on or before the Effectiveness Deadline (the “Trigger Date”) (an “Effectiveness Default”), a special meeting of the stockholders of the Company (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company; provided, however, that the requirement to call and hold the Special Election Meeting may be waived or deferred upon the receipt of the affirmative consent (at a duly called meeting or by written consent) of Holders of at least 66.7% of the outstanding Registrable Shares (excluding the Affiliated Holders). The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 45 days following the Trigger Date; provided, however, if prior to the intended date of the Special Election Meeting a Registration Statement registering the resale of the Registrable Shares is declared effective by a Commission and the Registrable Shares have been listed for trading on a Securities Exchange, the Company shall not be required to hold the Special Election Meeting.
Sample 1
Trigger Date for Special Election Meeting. Unless a Registration Statement registering the resale of the Prior Registrable Shares and the Registrable Shares has been declared effective by the Commission and the Prior Registrable Shares and the Registrable Shares have been listed for trading on a national securities exchange, prior to May 14, 2015, or, if the Company completes its initial public offering pursuant to the IPO Registration Statement prior to May 14, 2015, on a date that is on or before 60 days after the completion of such initial public offering (each, a “Trigger Date”), a special meeting of stockholders of the Company (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company, unless holders of at least two-thirds of the outstanding Prior Registrable Shares (other than the Merger Shares and any shares of Common Stock held by the executive officers and directors of the Company) waive or defer the requirement that the Company holds the Special Election Meeting. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 30 days after the Trigger Date.
Sample 1

Related to Trigger Date for Special Election Meeting

  • Number Designation Election Term Etc Section 1.

  • Annual Officer’s Certificate; Notice of Servicer Replacement Event (a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2019, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Designation of Special Rate Period (a) If any Fund delivers to its Auction Agent a notice of the Auction Date for any series of MuniPreferred of such Fund for a Rate Period thereof that next succeeds a Rate Period that is not a Minimum Rate Period in the form of Exhibit C to the Auction Agency Agreement, and BD is a Broker-Dealer of such series, the Auction Agent shall deliver such notice to BD as promptly as practicable after its receipt of such notice from such Fund.

  • Change in Form or Timing of Distributions All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

  • Effective Date; Notices (a) As between Assignor and Assignee, the effective date for this Assignment and Acceptance shall be _______________, 200_ (the “Effective Date”); provided, that, the following conditions precedent have been satisfied on or before the Effective Date:

  • Annual Statement as to Compliance, Notice of Servicer Termination Event (a) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2019, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

  • Procedure for Termination, Amendment, Extension or Waiver A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors.

  • Annual Independent Accountants’ Report The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

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