Adverse Financial Event definition

Adverse Financial Event means that Ambit shall have failed to have the greater of (i) sufficient freely available cash on hand to timely perform all of its obligations hereunder for the period of time between (i) the AFE Determination Date (as defined below) or (ii) the date […***…] from the AFE Determination Date and (ii) […***…] in freely available cash. “AFE Determination Date” shall mean any date(s) designated by Cephalon to perform an analysis of Ambit’s financial condition. Ambit shall provide reasonable assistance to Cephalon to determine the existence of an Adverse Financial Event.
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Adverse Financial Event means the occurrence of any one of the following events:
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Adverse Financial Event shall have the meaning specified in the Reinsurance Agreement.
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Examples of Adverse Financial Event in a sentence

  • Cephalon shall have the right to cause Ambit, at Ambit’s expense to use its best efforts to initiate and complete a round of Third Party equity financing within […***…] of Cephalon’s request thereof in such aggregate amount as is reasonably determined by Cephalon to cure the existence of the Adverse Financial Event.

  • For the avoidance of doubt, the Reinsurer’s obligations in this Agreement to rebalance, report on, or take other actions with respect to the Trust Account on a monthly basis rather than a quarterly basis following a RBC Ratio Triggering Event, Adverse Financial Event or Reinsurance Credit Event shall be subject to the Company’s delivery of the Required Balance Report on a monthly basis as described in this paragraph.

  • Distributor will promptly notify ExxonMobil in writing of any Material Adverse Financial Event (defined below) and any significant adverse impact and/or obligation reasonably expected to arise from such Material Adverse Financial Event.

  • Either party may terminate this Agreement upon sixty (60) days prior written notice to the other party if the other party (a) breaches any other material obligation hereunder and such breach remains uncured for sixty (60) days following the receipt by such party of such written notice, which notice shall specify the nature of the breach, (b) ceases doing business or experiences a Bankruptcy Event or Adverse Financial Event (defined in Section 10 ("[*]")).

  • In the event that it is determined that a Reinsurance Credit Trust Triggering Event, Adverse Financial Event or RBC Ratio Triggering Event, as applicable, has not occurred, the Company shall rescind any such notice to the Trustee in accordance with the terms of the Trust Agreement.

  • The fees and expenses of the Valuation Expert shall be borne by the Company except that, during an ongoing Adverse Financial Event, RBC Ratio Triggering Event, or Reinsurance Credit Event, such fees and expenses shall be shared equally by the Company and the Reinsurer.

  • Sema4 shall [***] and [***] the Mount Sinai Parties immediately upon occurrence of an Adverse Financial Event.

  • In the event that the Adverse Financial Event is cured, then this paragraph shall cease to be applicable.

  • Cephalon shall have the right to cause Ambit, at Ambit’s expense to use its best efforts to initiate and complete a round of Third Party equity financing within six (6) months of Cephalon’s request thereof in such aggregate amount as is reasonably determined by Cephalon to cure the existence of the Adverse Financial Event.

  • If the Recapture Effective Date is not within the applicable 210-day period required by this subclause (b), the Company shall be deemed to have waived its right to recapture with respect to such Adverse Financial Event.


More Definitions of Adverse Financial Event

Adverse Financial Event means the potential adverse consequences to American Community Properties Trust ("ACPT") and/or the Buyer in the event of a bankruptcy, insolvency or other adverse financial event by any one or more of certain entities (collectively, the "Xxxxxx Entities") controlled by the Xxxxxx Group (as that term is used in ACPT's 2003 Proxy Statement), including Xxxxxx Securities Corp., Interstate Business Corporation ("IBC"), Insular Properties Limited Partnership (the "Seller" or "Insular") and EM Management, LLC ("EM Management").
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Adverse Financial Event means: (2) IPIX (i) ceases to conduct its business in the ordinary course, or (ii) commences any insolvency proceeding with respect to itself, or (iii) takes any action to effectuate or authorize any of the foregoing; (3) voluntary or involuntary proceedings by or against IPIX are instituted in bankruptcy under any insolvency law, which proceedings, if involuntary, shall not have been dismissed within thirty (30) days after the date of filing; (4) a receiver or custodian is appointed to effectuate or authorize any of the foregoing; (5) proceedings are instituted by or against such party for corporate reorganization, dissolution, liquidation or winding-up of such party, which proceedings, if involuntary, shall not have been dismissed within thirty (30) days after the date of filing; or (6) substantially all of the assets of such party are seized or attached and not released within thirty (30) days after the date of filing days thereafter.
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Related to Adverse Financial Event

  • Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).

  • Material Event or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

  • Material Events means events as specified in Schedule III to the Listing Regulations and upon the occurrence of which a listed entity shall make disclosures to stock exchange(s) and host such disclosures on the listed entity’s website.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Accounting Event means the receipt by the Issuer of an opinion of an Authorized Public Accountant in Finland (reputable and experienced in such matters) to the effect that, as a result of a change in the applicable accounting standards or interpretation thereof, the equity treatment of the Capital Notes as “equity” in full in the Issuer’s consolidated financial statements has or will cease.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Special Event means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Financial exigency means a condition that requires the bona fide discontinuance or reduction in size of an administrative unit, project, program or curriculum due to the lack of funds available and sufficient to meet current or projected expenditures.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

  • Material Financial Relationship means a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.

  • Potential Material Event means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Business Transaction means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Transaction, involving the Company and one or more businesses; (ii) “Initial Shares” shall mean the 6,750,000 shares of the Common Stock (as may be adjusted for stock splits, stock dividends, reverse stock splits, contributions back to capital or otherwise) of the Company held by the Initial Stockholders which were issued and outstanding prior to the consummation of the Offering; (iii) the “Initial Stockholders” shall mean Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and any permitted transferees of the Initial Shares in accordance with Section 4 hereof; (iv) “Preliminary Prospectus” shall mean each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits information under Rule 430 of the Securities Act; (v) “Placement Shares” shall mean the shares of Common Stock sold in the Private Placement; (vi) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.

  • Special event permit means a permit granted by the Division

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Financial Default means the total cessation or partial suspension of operations due to insolvency, with or without the filing of a bankruptcy petition by a tour operator, Cruise line, or airline.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Put Event means the occurrence of:

  • Special Events means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000.