Applicable Expiration Date shall have the meaning set forth in Section 5.19. A Person shall be deemed the “Beneficial Owner,” and to have “Beneficial Ownership” of, and to “Beneficially Own,” any securities (i) which such Person or any of such Person’s Affiliates or Associates is or may be deemed to be the beneficial owner, directly or indirectly, pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, as such Rules are in effect on the date of this Agreement; (ii) which such Person or any of such Person’s Affiliates or Associates has the right to become the Beneficial Owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions), directly or indirectly, pursuant to any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; (iii) which are Beneficially Owned, directly or indirectly, by any other Person or any of such other Person’s Affiliates or Associates with which such first Person or any of such first Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing, (x) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B) of the proviso to this sentence) or disposing of any voting securities of the Company, or (y) to cooperate in obtaining, changing or influencing the control of the Company; and (iv) which such Person or any of such Person’s Affiliates or Associates is determined to Constructively Own; provided, however, that a Person shall not be deemed the “Beneficial Owner,” or to have “Beneficial Ownership” of, or to “Beneficially Own,” any security (A) solely because such security has been tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered security is accepted for payment or exchange, or (B) solely because such Person or any of such Person’s Affiliates or Associates has or shares the power to vote or direct the voting of such security pursuant to a revocable proxy given in response to a public proxy solicitation made to more than ten holders of shares of a class of stock of the Company registered under Section 12 of the Exchange Act and pursuant to...
Applicable Expiration Date has the meaning set forth in Section 10.1(a).
Applicable Expiration Date means the Extended Expiration Date (as defined in the First Amendment), provided that if Tenant has exercised either option to extend the Term pursuant to Section 30 of the Lease, prior to the date payment of the Reimbursement Amount by Landlord is due pursuant to this Section 11.3, the Applicable Expiration Date shall be the expiration date of the latest Option Term so exercised by Tenant. As used herein, the term “Capital Item” means any Alteration or improvement to the Building or fixture or equipment installed in the Building existing as of the Extended Term Commencement Date (excluding any such items installed by Tenant on or after the Extended Term Commencement Date), the expenditure for which would normally be treated as a capital expenditure under generally accepted accounting principles. As used herein, the term “Qualifying Capital Item” means a Capital Item that must be installed or replaced on or after the Extended Term Commencement Date by Tenant in order to meet Tenant’s Repair Obligations, and the installation or replacement of which is not necessitated due to (1) Tenant’s failure to maintain the Building in compliance with Tenant’s Repair Obligations, or (2) any act or omission of Tenant, its agents, representatives, employees, contractors or visitors, constituting negligence or willful misconduct or otherwise in violation of the terms of the Lease, or (3) Alterations to the Building voluntarily made by Tenant, which voluntary Alterations trigger any obligation to comply with any change in Laws that would not be required absent the making of such voluntary Alterations. For the avoidance of doubt, and by way of example, if Tenant fails to procure annual maintenance contracts for any HVAC system, life safety systems and elevators or to implement any maintenance recommendations of the service providers under such annual maintenance contracts, as required by Section 11.1, and as a result of such failure, replacement of a Capital First Amendment to 130 Potrero Lease Item is required sooner than would have been the case had Tenant procured such annual maintenance contracts and followed the maintenance recommendations of the service providers under such annual maintenance contracts, then the replacement of such item shall not constitute a Qualifying Capital Item.
Examples of Applicable Expiration Date in a sentence
At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero.
Following such filing, the Corporation shall take such actions as are necessary to maintain the effectiveness of such registration through the Applicable Expiration Date or, if earlier, the date on which no Optioned Shares remain available for purchase hereunder.
For Preferred Shares to be validly tendered pursuant to the Offer, this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with all required signature guarantees and all other documents required hereby, must be received by the Depositary at one of its addresses set forth on the cover hereof prior to the Applicable Expiration Date (as defined in the Offer to Purchase).
In addition, either (i) the Stock Certificates evidencing the Series B Preferred Shares must be received by the Depositary along with the blue Letter of Transmittal or the Series B Preferred Shares must be tendered pursuant to the procedures for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Applicable Expiration Date or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below.
As used herein, the term “Reimbursement Amount” shall mean that portion of the actual cost of any Qualifying Capital Item that is allocable to the portion of its useful life occurring after the Applicable Expiration Date, amortized on a straight-line basis over its useful life in accordance with generally accepted accounting principles.
More Definitions of Applicable Expiration Date
Applicable Expiration Date has the meaning set forth in Section 8.1(a) of this Agreement.
Applicable Expiration Date means:
(a) with respect to the right of the Warrantholder to exercise this Warrant for shares of Qualified Financing Conversion Stock under SECTION 2.1, the Qualified Financing Expiration Date; and
(b) with respect to the right of the Warrantholder to exercise this Warrant for shares of Common Stock under SECTION 2.2, the Common Stock Expiration Date.
Applicable Expiration Date means the Expiration Date of the initial term of this Lease, the Expiration Date of the First Extension Term, the Expiration Date of the Second Extension Term, the Expiration Date of the Third Extension Term or the Expiration Date of the Fourth Extension Term, as applicable.
Applicable Expiration Date for each respective Option Space shall mean as follows: (i) January 31, 2002 for all the floors comprising the 2002 Option Space, (ii) January 31, 2008 for the 2008 Option Space, (iii) January 31, 2003 for the portion of the eleventh (11th) floor of the 500 Option Space and (iv) January 31, 2008 for the portion of the twelfth (12th) floor of the 500 Option Space. Landlord represents that (i) the aforesaid Applicable Expiration Dates are the dates set forth in the respective existing leases of the applicable Option Space for the expiration thereof, and (ii) there are no existing rights superior to the rights granted to Tenant under this Article 39. Landlord covenants that for so long as this lease is in effect, Landlord will not grant any rights to lease the Option Space that are superior to the rights granted under this Article 39.
Applicable Expiration Date means, with respect to the shares of Common Stock that become eligible for purchase on November 26, 2002, November 25, 2007, and, with respect to the shares of Common Stock that become eligible for purchase on November 26, 2003, November 25, 2008.
Applicable Expiration Date shall have the meaning assigned thereto in SECTION 20.1(B) of the Lease.
Applicable Expiration Date means, with respect to any shares of Common Stock the date that is three (3) years from the date that such shares become eligible for purchase.