Decoupling Event definition

Decoupling Event is defined in Subparagraph 4(b).
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Decoupling Event shall occur upon the sale of all or substantially all of the assets of Operator due to a voluntary or involuntary insolvency proceeding being commenced against Operator which is not dismissed within sixty (60) days or the winding up of Operator's business operations, or upon an assignment or transfer of this Agreement that is not permitted under either this Agreement or the Option Spectrum Agreement. For clarification, a "Decoupling Event" shall not have occurred upon the sale of all or substantially all of the assets of Operator's business as a going concern. The "Fair Market Value Royalty Fee" shall be the highest reasonable periodic royalty rate that a willing, third party capacity operator could be expected to pay for the use of Operator's Capacity in an arms-length transaction, assuming a remaining use period of not less than ten (10) years. To establish the Fair Market Value Royalty Fee, Licensee must notify Operator that Licensee wishes to establish the Fair Market Value Royalty Fee. The date of such notice is referred to as "Licensee's Notice Date". Within ten (10) days of Licensee's Notice Date, Operator and Licensee shall meet to discuss and attempt to agree upon the Fair Market Value Royalty Fee. Such discussions shall continue for not more than ten (10) days. If, at the end of that time, the Parties have not agreed upon the Fair Market Value Royalty Fee, the matter shall be promptly submitted to arbitration under the Baseball Arbitration procedures set forth in PARAGRAPH 13. Within the Submission Period, each of the Operator and Licensee shall submit to the arbitrator its own proposal for the Fair Market Value Royalty Fee. If the arbitrator determines that the proposals reasonably can be expected to result in monthly royalties that do not differ by more than five percent (5%) of the proposal the arbitrator believes will generate the higher royalties, then the arbitrator shall fashion a royalty provision which reasonably is expected to result in monthly royalties that are between the monthly royalties that would be expected under the competing proposals. Otherwise, the arbitrator shall determine which proposal he or she believes to be closer to the Fair Market Value Royalty Fee and shall select that proposal as the Fair Market Value Royalty Fee. Upon such selection, the monthly royalty set forth on Schedule 5(a) shall automatically be changed to the selected Fair Market Value Royalty Fee, and that change shall relate back to Licensee's Notice Da...
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Decoupling Event means the agreement of that name entered into on 30th January 2015 between transmission system operators and power exchanges to implement and operate an enduring day ahead price coupling solution; a declaration by the Incident Committee with the consequence that the Interconnector cross-zonal capacity is not included in the PCR process for that Trading Day (“Partial Decoupling”), or (ii) the PCR process is not undertaken for that Trading Day (“Full Decoupling”);
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Examples of Decoupling Event in a sentence

  • For clarification, a "Decoupling Event" shall not have occurred upon the sale of all or substantially all of the assets of Operator's business as a going concern.

  • A "Decoupling Event" shall occur upon the sale of all or substantially all of the assets of Operator due to a voluntary or involuntary insolvency proceeding being commenced against Operator which is not dismissed within sixty (60) days or the winding up of Operator's business operations, or upon an assignment or transfer of this Agreement that is not permitted under either this Agreement or the Option Spectrum Agreement.

  • A "Decoupling Event" shall occur upon the sale of all or substantially all of the assets of Operator due to a voluntary or involuntary insolvency proceeding being commenced against Operator which is not dismissed within sixty (60) days or the winding up of Operator's business operations, or upon an assignment or transfer of this Agreement that is not permitted under either this Agreement or the Spectrum Agreement.


More Definitions of Decoupling Event

Decoupling Event means the delivery of written notice from the Borrower to the Administrative Agent that any of the following have occurred: (i) a Person or Persons shall have directly or indirectly acquired, in one or more transactions, the stock, securities or other equity interests of DTAG or DTAC representing 50% or more of the combined voting power of DTAG’s or DTAC’s then-outstanding stock, securities or other equity interests; (ii) there is consummated a merger or consolidation of DTAG or DTAC with any other corporation or other entity, other than a merger or consolidation which would result in the voting interests of DTAG or DTAC outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting interests of the surviving entity or any parent thereof) at least 50% of the combined voting power of the stock, securities or other equity interests of such entity or the surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (iii) there is consummated an agreement for the sale or disposition by DTAG or DTAC of all or substantially all of its assets.
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Related to Decoupling Event

  • Disabling Event means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

  • Training Event means either a Course or Online Training, or both.

  • Sporting event means any of the following athletic activities that is organized, operated, managed, or sponsored by the School:

  • Sharing Event means (i) the occurrence of any Event of Default with respect to any Borrower pursuant to Section 12.05, (ii) the declaration of the Total Revolving Loan Commitment termination, or the acceleration of the maturity of any Revolving Loans, in each case pursuant to the last paragraph of Section 12 or (iii) the failure of any Borrower to pay any principal of, Face Amount of, or interest on, Revolving Loans or any Letter of Credit Obligations on the Maturity Date.

  • Disqualifying Event has the meaning specified in the definition of Eligible Currency.

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • Reconstructive breast surgery means surgery performed as a result of a mastectomy to reestablish symmetry between the two breasts and includes augmentation mammoplasty, reductive mammoplasty, and mastopexy.

  • designated sporting event generally means any association football match, whether national or international. The full legal definition of the different classes of designated sporting events may be found in the Sports Grounds and Sporting Events (Designation) (Amendment) Order 2011, under Article 2(1) and 2(2) of Schedule 2.

  • Financing Event means the earlier of (i) a public offering by the Company of its Common Stock with aggregate gross proceeds of at least $5 million; or (ii) the listing of the Company’s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act.

  • Ramp Period The Ramp Period begins on the Effective Date and ends after three (3) full months. At all times during the Ramp period, Customer will receive the rates, discounts, charges and credits in the agreement and will not be subject to an AVC. Annual Volume Commitment (“AVC”): Customer agrees to pay Company no less than $2,836,000 in Total Service Charges in each twelve-month period during the Initial Term (“Contract Year”), which is the Annual Volume Commitment (“AVC”).

  • Qualifying Event means, during the Participant’s Services with the Company and its Affiliates, the Participant’s death or Disability.

  • Delaying Event means any failure of a Party to perform any of its obligations set forth in this Agreement, caused in whole or in part by: 2.63.1 the failure of the other Party to perform any of its obligations set forth in this Agreement, including but not limited to a Party’s failure to provide the other Party with accurate and complete Service Orders; 2.63.2 any delay, act or failure to act by the other Party or its End User, agent or subcontractor; or 2.63.3 any Force Majeure Event.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Sequential Pay Event means any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage Loan to become a Specially Serviced Loan, or any bankruptcy or insolvency event that constitutes an Event of Default; provided, however, that unless the Servicer has notice or knowledge of such event at least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Note B Holder in accordance with Section 11) and shall not be deemed to exist to the extent the Note B Holder is exercising its cure rights under Section 11 or the default that led to the occurrence of such Sequential Pay Event has otherwise been cured or waived.

  • Barrier Event means that R (final) is lower than the Barrier.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Terminating Event means any of the following events:

  • 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.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Specified Cause Event shall have the meaning set forth in the SLDs.

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Parent Intervening Event means a material development or change in circumstance that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Parent Board as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Parent Board as of the date of this Agreement); provided, however, that in no event shall (i) the receipt, existence or terms of an actual or possible Parent Takeover Proposal, (ii) any Effect relating to the Company or any of its Subsidiaries that does not amount to a Material Adverse Effect, individually or in the aggregate, (iii) any change in the credit rating of Parent or the market price or trading volume of the Parent Ordinary Shares (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (iv) the fact that Parent or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (v) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, (vi) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (vii) any conditions (or changes in such conditions) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operate (including changes in general market prices and political or regulatory changes affecting the industry or any changes in applicable Law), (viii) any event or circumstance arising in connection with obtaining approvals and other authorizations of any Governmental Entity (including, for the avoidance of doubt, the expiration of the waiting periods applicable to the consummation of the Merger under the HSR Act and other Antitrust Laws), (ix) any event or circumstance arising in connection with the execution announcement of this Agreement or the pendency of the Merger (including by reason of the identity of Parent or the Company), including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with employees, customers, suppliers, vendors, landlords or partners, (x) any actions taken or omitted by Parent, Company or any of their Subsidiaries that is expressly required to be taken or omitted by such parties pursuant to this Agreement in connection with the transactions contemplated by this Agreement, (xi) any opportunity to acquire (by merger, joint venture, partnership, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person, (xii) any acts of war, sabotage, or terrorism, or military actions, or the escalation thereof and (xiii) any natural disasters, epidemics or pandemics (including the existence and impact of the COVID-19 pandemic or any COVID-19 Measure), in each case, constitute, or be taken into account, in whole or in part, in determining when a material development or change in circumstance constitutes, a Parent Intervening Event.

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

  • sickle cell disease means a hemolytic disorder characterized by chronic anemia, painful events, and various complications due to associated tissue and organ damage; "hemolytic" refers to the destruction of the cell membrane of red blood cells resulting in the release of hemoglobin.