Designated Downgrading definition

Designated Downgrading means (i) in the event that the rating of the 8 3/8% Notes by both Rating Agencies on any Base Date is equal to or higher than B Plus, the reduction of such rating by either or both Rating Agencies on the date of the relevant event or transaction resulting in the Class A Common Stock of the Company being held of record by less than 300 holders (or, if the rating on such date does not reflect the effect of such event or transaction, then on the earliest date on which such rating shall reflect the effect of such event or transaction) (as applicable, the "Triggering Event Date") to a rating equal to or lower than B Minus; and (ii) in the event that on any Base Date the rating of the 8 3/8% Notes by either or both Rating Agencies is lower than B Plus, the reduction of such rating by either or both Rating Agencies to a lower rating. In determining whether a rating has been reduced, a reduction of a gradation (+ and - for S&P and 1, 2 and 3 for Moody's or the equivalent thereof by any substitute rating agency as provided in Section 12.10) shall be taken into account.
Sample 1Sample 2
Designated Downgrading means that the rating of the Securities by either Rating Agency on the Transaction Date has decreased
Sample 1

Related to Designated Downgrading

  • Rating Downgrade means either:

  • Downgrade means the removal of a person's privilege to operate a commercial motor vehicle, as

  • Ratings Decline Period means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

  • Required Ratings Downgrade Event means that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold.

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Ratings Event means (i) a downgrade by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by one or more Rating Agencies (unless the applicable Rating Agency shall have put forth a written statement to the effect that such downgrade or withdrawal is not attributable in whole or in part to the applicable Change of Control) and (ii) the Notes do not have an Investment Grade Rating from any Rating Agency.

  • Ratings Confirmation means, with respect to any action proposed to be taken, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for any Class of Certificates below the then current rating for such Class of Certificates or (ii) a withdrawal or suspension of the rating of any Class of Certificates.

  • Ratings Decline means the occurrence of the following on, or within 90 days after, the date of the public notice of the occurrence of a Change of Control or of the intention by the Company or any third-party to effect a Change of Control (which period shall be extended for so long as the rating of the securities is under publicly announced consideration for possible downgrade by any of the Ratings Agencies if such period exceeds 90 days): (1) in the event that the Securities have an Investment Grade Rating by all three Ratings Agencies, the Securities cease to have an Investment Grade Rating by two of the three Rating Agencies, (2) in the event that the Securities have an Investment Grade Rating by only two Ratings Agencies, the Securities cease to have an Investment Grade Rating by both such Rating Agencies, or (3) in the event that the Securities do not have an Investment Grade Rating, the rating of the Securities by two of the three Ratings Agencies (or if there are less than three Rating Agencies rating the securities, the rating of each Rating Agency) decreases by one or more gradations (including gradations within ratings categories as well as between rating categories) or is withdrawn.

  • Rating means the operating limits as specified by the component manufacturer.

  • Rating Decline means a decrease in the rating of the Notes by either Xxxxx’x or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories, namely + or – for S&P, and 1, 2, and 3 for Xxxxx’x, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB- to B+ will constitute a decrease of one gradation.

  • Downgrade Event means, unless otherwise specified on the Cover Sheet, for a Party means that Party’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or becomes no longer rated by either S&P or Moody’s.

  • Specified Rating Agencies means each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.

  • Rating Agency means only those rating agencies that are engaged from time to time to rate the securities issued in connection with the Securitizations of the Notes.

  • Rating Agencies means DBRS, Fitch, KBRA, Xxxxx’x, Morningstar and S&P and their respective successors in interest or, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical rating agency reasonably designated by any Note Holder to rate the securities issued in connection with the Securitization of the related Note; provided, however, that, at any time during which the Mortgage Loan is an asset of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged from time to time to rate the securities issued in connection with the Securitizations of the Notes.

  • Rating Date means the date which is 90 days prior to the earlier of (i) a Change of Control and (ii) the first public notice of the occurrence of a Change of Control or of the intention by the Company to effect a Change of Control.

  • Rating Agency or Rating Agencies S&P, Xxxxx’x and Fitch or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer.

  • Ratings As of any date of determination, the ratings, if any, of the Certificates as assigned by the Rating Agencies.

  • Rating Agency Event means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that then publishes a rating for the Company (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in:

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Credit Rating Agency means a nationally recognized credit rating agency that evaluates the financial condition of issuers of debt instruments and then assigns a rating that reflects its assessment of the issuer’s ability to make debt payments.

  • Ratings Effect means, with respect to any action or series of related actions or proposed transaction or series of related proposed transactions, a reduction or withdrawal of the rating of any outstanding Class with respect to which a Rating Agency has previously issued a rating as a result of such action or series of related actions or the consummation of such proposed transaction or series of related transactions.

  • Rating Confirmation means evidence that no Senior Bond rating in effect from a Rating Agency will be withdrawn or reduced solely as a result of an action to be taken under the Indenture.

  • Rating Agency Declination As defined in the definition of “Rating Agency Confirmation” in this Agreement.

  • Note Rating Agency means, with respect to any Outstanding Series, Class or Tranche of Notes, each statistical note rating agency selected by the Issuer to rate such Notes.

  • Required Ratings [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, New Xxxx, Xxx Yorx; 00:00 a.m. New York City time. Purchase Price for the Offered Certificates: Class Percent of Initial Aggregate ----- Principal Balance ------------------------------ Class A % Classes B-1, B-2 and B-3 % In eaxx xxxx, as offered and sold pursuant to this Terms Agreement, plus accrued interest, if applicable, thereon. Notwithstanding any other provision of the above-referenced Underwriting Agreement, all references to the Registration Statement in the Underwriting Agreement shall be with reference to File No. _________. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in the above-referenced Underwriting Agreement (which is incorporated herein in its entirety and made a part hereof) as supplemented by this Terms Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Seller, the Offered Certificates. The Underwriter has been retained solely to act as underwriter in connection with the sale of the Offered Certificates to investors (including the establishment of the price of the Offered Certificates to investors), and no fiduciary, advisory or agency relationship between Seller and the Underwriter has been created in respect of any of the transactions contemplated by this Terms Agreement, irrespective of whether the Underwriter has advised or is advising Seller on other matters. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Seller, Wells Fargo Bank, N.A. and the Underwriter. Very truly yours, WELLS FARGO ASSET SECURITIES XORPORATION By: -------------------------------------- Name: Title: WELLS FARGO BANK, N.A. By: -------------------------------------- Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. COUNTRYWIDE SECURITIES CORPORATION By: ----------------------------------- Name: Title: SUPPLEMENTAL INFORMATION With respect to any investor, "Supplemental Information" means any of the following types of information, to the extent omitted from the Issuer Free Writing Prospectus:

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).