Connecticut Presence definition

Connecticut Presence means (i) maintaining the Company’s principal place of business (including its executive offices) in the State of Connecticut, (ii) basing a majority of its employees in the State of Connecticut, and (iii) having a majority of its internal Company payroll expenses attributable to employees based in the State of Connecticut.
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Connecticut Presence means, collectively, (a) maintaining the principal place of business of the Company and Arvinas in the State of Connecticut, and (b) basing a majority of the Company’s employees and those of its subsidiaries’ employees, in the aggregate, in the State of Connecticut, and (c) basing the operational functions of the Company and Arvinas, including research and development, in the State of Connecticut, and (d) conducting a majority of the administrative functions of the Company and Arvinas in the State of Connecticut. The Put Parties’ sole and exclusive right and remedy for any breach by the Company of this Section 2.4 shall be the rights of the Put Parties set forth in Section 2.1. For purposes of determining whether the Company is in compliance with this Connecticut Presence covenant, the assets, revenues and employees of any business acquired by the Company on an arm’s-length basis from a non-affiliate of the Company (provided such acquired business had been operating for at least one (1) year prior to the acquisition) shall be excluded and disregarded. In addition, it shall not constitute a violation of this covenant, and this covenant shall be of no further force or effect, if the Company ceases to maintain a Connecticut Presence by virtue of an acquisition of the Company in connection with which CII receives a liquidation distribution with respect to, or cash, securities or other property in exchange for, all of the Shares and Warrants held by CII on substantially the same terms as the other holders of the same type of Shares and Warrants and receives full repayment of all Notes (each a “Qualified Acquisition”).
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Connecticut Presence in Section 8 shall be deleted in its entirety and replaced by the following: Connecticut Presence - shall mean (i) maintaining its corporate headquarters and all of its product business operations in the State of Connecticut, including, but not limited to, after January 1, 1997, the assembly of all products to be sold to the U.S. Surgical Corporation, but excluding its business operations related to Xxxxxx Machine Corporation's business related to the production of screw machine products and taper pins and the Company's components and sub-assembly business to be acquired from Raychem Corporation to be carried out in the State of California, (ii) basing its president and chief executive officer, a majority of its senior executives, and all of its administrative, financial, research and development, marketing and customer service staff related to its product business, including, but not limited to, after January 1, 1997, the assembly of all products to be sold to the U.S. Surgical Corporation, (but excluding Xxxxxx Machine Corporation's business related to the production of screw machine products and taper pins and the Company's components and sub-assembly business to be acquired from Raychem Corporation to be carried out in the State of California) in the State of Connecticut, (iii) conducting all of its operations (including manufacturing and production) related to its product business, directly or through subcontractors and through licensed operations, in the State of Connecticut, including, but not limited to, after January 1, 1997, the assembly of all products to be sold to the U.S. Surgical Corporation, but excluding Xxxxxx Machine Corporation's business related to the production of screw machine products and taper pins and the Company's components and sub-assembly business to be acquired from Raychem Corporation to be carried out in the State of California, and (iv) maintaining its principal bank accounts with banks located in the State of Connecticut, excluding all banks associated with Xxxxxx Machine Corporation. Each failure to comply with any of the clauses set forth in this definition shall constitute a failure to maintain a "Connecticut Presence."
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Examples of Connecticut Presence in a sentence

  • Borrower shall not relocate (as that term is defined in Section 32-5a of the Connecticut General Statutes) outside of the State of Connecticut and shall maintain a "Connecticut Presence".

  • Maintaining a Connecticut Presence is within management’s control, and the Company currently has no plans to relocate the majority of its operations.

  • The Company will maintain a "Connecticut Presence" so long as the Purchaser owns any Note.

  • If the Company fails to maintain its Connecticut Presence, all amounts due under the CII Term Loan shall be immediately due and payable.

  • Signed in the State of Connecticut Presence of: Department of Energy and Environmental Protection By: Witness: Xxxxxx X.

  • The Company will maintain a "Connecticut Presence" so long as the Purchaser owns any Securities.

  • Notwithstanding termination of the Put, solely for the benefit of CII and CII-Xxxxxxx, the Company covenants and agrees that it shall, at all times during the Covenant Period, maintain a Connecticut Presence.

  • The rights of the Investor to Put its Securities shall become exercisable at any time prior to the Termination Date and following (a) the Company's failure to maintain a Connecticut Presence (as defined herein) or (b) so long as the Company is not subject to the requirements of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, a Change in Control.

  • The Borrower and each subsidiary shall: a) maintain its principal place of business in Connecticut, b) base a majority of its employees in Connecticut and c) conduct a majority of its operations in Connecticut ("Connecticut Presence").

  • The rights of each Investor to Put its Securities shall become exercisable at any time prior to the Termination Date and following the Company's failure to maintain a Connecticut Presence (as defined herein).


More Definitions of Connecticut Presence

Connecticut Presence means (i) maintaining its corporate headquarters and a majority of its shape memory business operations in the State of Connecticut, (ii) basing its president and chief executive officer, all of its administrative and financial staff, all of its marketing and customer service staff (excluding individuals specific to the Xxxxxx Machine Corporation subsidiary only), and all of its research and development staff in the State of Connecticut, (iii) conducting a majority of its operations in the aggregate (including manufacturing and production), directly or through subcontractors and through licensed operations, in the State of Connecticut, excluding Xxxxxx Machine Corporation's business related to the production of screw machine products and taper pins, and (iv) maintaining its principal bank accounts with banks located in the State of Connecticut, excluding all banks associated with Xxxxxx Machine Corporation. Each failure to comply with any of the clauses set forth in this definition shall constitute a failure to maintain a "Connecticut Presence."
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Related to Connecticut Presence

  • commercial presence means any type of business or professional establishment, including through: (i) the constitution, acquisition or maintenance of a juridical person; or (ii) the creation or maintenance of a branch or a representative office; within the territory of a Party for the purpose of supplying a service;

  • New Mexico CANCELLATION section is amended as follows: If You are the original purchaser of this Agreement, You may return this Agreement and receive a refund if: (i) You have not made a claim under the Agreement; and (ii) You return this Agreement within twenty days after the date We mail You a copy of the Agreement or within ten days after You receive a copy of the Agreement if We furnish You with the copy at the time the Agreement is purchased. We may not cancel this Agreement without providing You with written notice at least fifteen (15) days prior to the effective date of cancellation. Such notice shall include the effective date of cancellation and the reason for cancellation. If this Agreement has been in force for a period of seventy (70) days, We may not cancel it before the expiration of the Agreement term or one (1) year, whichever occurs first, unless: 1) You fail to pay any amount due; 2) You are convicted of a crime which results in an increase in the service required under the Agreement; 3) You engage in fraud or material misrepresentation in obtaining this Agreement; or 4) You commit any act, omission, or violation of any terms of this Agreement after the effective date of this Agreement which substantially and materially increases the service required under this Agreement. A ten percent (10%) penalty per month (or each portion thereof) shall be applied to refunds not paid or credited within sixty (60) days of receipt of a returned Agreement.

  • Physical presence means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

  • Household waste means any solid waste (including garbage, trash, and sanitary waste in septic tanks) derived from households (including single and multiple residences, hotels and motels, bunkhouses, ranger stations, crew quarters, campgrounds, picnic grounds, and day-use recreation areas).

  • Maritime agency services means activities consisting in representing, within a given geographic area, as an agent the business interests of one or more shipping lines or shipping companies, for the following purposes:

  • Washington All references to Obligor throughout this Agreement are replaced with Service Provider. A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty (30) days of receipt of returned service Agreement. We may not cancel this Agreement without providing You with written notice at least twenty-one (21) days prior to the effective date of cancellation. Such notice shall include the effective date of cancellation and the reason for cancellation. You are not required to wait sixty (60) days before filing a claim directly with the Service Provider. ARBITRATION section is amended to add the following: The Insurance Commissioner of Washington is the Service Provider’s attorney to receive service of process in any action, suit or proceeding in any court, and the state of Washington has jurisdiction of any civil action in connection with this Agreement. Arbitration proceedings shall be held at a location in closest proximity to the service Agreement holder’s permanent residence. You may file a direct claim with the Service Provider at any time.

  • AT&T OKLAHOMA means the AT&T owned ILEC doing business in Oklahoma.

  • Plain Old Telephone Service (POTS) means telephone service for the transmission of human speech.

  • Sewage system means the entire sewage treatment and subsurface disposal system;

  • Railroad sign or signal means any sign, signal, or device erected by authority of a public body or official or by a railroad and intended to give notice of the presence of railroad tracks or the approach of a railroad train.

  • Drainage system means one or more artificial ditches, tile drains or similar devices which collect surface runoff or groundwater and convey it to a point of discharge.

  • Residential care means the provision of care on a 24-hour day basis.

  • Environmental Management System means an environmental management system or plan of management to address all environmental risks and to ensure compliance with all Environmental Laws and licences;

  • Community location means a public or private elementary or secondary school, a church, a public library, a public playground, or a public park.

  • the telephone voting system means such telephone voting facility as may be provided by the returning officer for the purpose of enabling voters to cast their votes by telephone;

  • Yard waste means leaves, grass clippings, yard and garden debris and brush, including clean woody vegetative material no greater than 6 inches in diameter. This term does not include stumps, roots or shrubs with intact root balls.

  • CPN is a Common Channel Interoffice Signaling ("CCIS") parameter which refers to the number transmitted through a network identifying the calling party.

  • AT&T MISSISSIPPI means the AT&T owned ILEC doing business in Mississippi.

  • Natural environment means the air, land and water, or any combination or part thereof, of the Province of Ontario; (“environnement naturel”)

  • Warsaw Convention means the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, October 12, 1929, as amended, but not including the Montreal Convention as defined above.

  • Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides freight forwarding or air express services.

  • Wood waste means untreated wood and untreated wood products, including tree stumps (whole or chipped), trees, tree limbs (whole or chipped), bark, sawdust, chips, scraps, slabs, millings, and shavings.

  • Conifer means a tree that is a Douglas-fir, true fir, pine, western hemlock, spruce, or cedar.

  • Coalition means an alliance of two or more political parties formed for the purpose of pursuing a common goal and is governed by a written agreement deposited with the Registrar;

  • Environmental Management Plan or “EMP” means the environmental management plan for the Project, including any update thereto, incorporated in the IEE;

  • Community land trust means a community housing development organization whose (i) corporate