Discontinuation Event definition

Discontinuation Event means (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Discontinuation Event means (1) when the Commission notifies the Company that there will be a “review” of such registration statement and whenever the Commission comments in writing on such registration statement and until the Company has addressed the comments in a supplemented prospectus and/or amended registration statement and/or supplementally; (2) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such registration statement or prospectus or for additional information and until the request has been responded to; (3) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (4) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening, in writing, of any proceeding for such purpose; and (5) the occurrence of any event or passage of time that makes the financial statements included in such registration statement ineligible for inclusion therein or any statement made in such registration statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such registration statement, prospectus or other documents so that, in the case of such registration statement or prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Registered Holder promptly of the occurrence of any Discontinuation Event and to use its reasonable best efforts to eliminate or remove any Discontinuation Event described in (1) through (5) as promptly as practicable.

Discontinuation Event shall have the meaning as set forth in Section 5B(v) below.

Examples of Discontinuation Event in a sentence

• The Company agrees to use its reasonable best efforts to immediately cure any such Discontinuation Event and to use its reasonable best efforts to immediately provide copies of any such supplement or amendment or use its reasonable best efforts to immediately deliver the Advice to each Holder.

• The Company agrees to notify the Registered Holder promptly of the occurrence of any Discontinuation Event and to use its reasonable best efforts to eliminate or remove any Discontinuation Event described in (1) through (5) as promptly as practicable.

• Upon the occurrence of a Discontinuation Event, all of Founder's Unvested Shares shall forever remain Unvested Shares.

• The Corporation agrees to give Founder (or his estate) notice of its intent to exercise the Corporation Option within ninety (90) days of the date of such Discontinuation Event and to pay for those shares for which it exercises such Corporation Option as follows: 3/24ths of the total price within 90 days of the date of the Discontinuation Event, with the balance to be paid in equal monthly installments over the next succeeding twenty-one months.

• DaVita further agrees that in the event a Discontinuation Event occurs as to multiple Committed DaVita Facilities in a geographic county, group of nearby counties, or subdivisions of a county (a “Market”), it shall use its commercially reasonable efforts to implement such Discontinuation Event as to such Committed DaVita Facilities in such Market in a manner which assists Rockwell in minimizing the negative effect it would experience as a result of such Discontinuation Event.

More Definitions of Discontinuation Event

Discontinuation Event shall have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

Discontinuation Event means (1) when the Commission notifies the Company that there will be a “review” of such registration statement and whenever the Commission comments in writing on such registration statement and until the Company has addressed the comments in a supplemented prospectus and/or amended registration statement and/or supplementally; (2) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such registration statement or prospectus or for additional information and until the request has been responded to; (3) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (4) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening, in writing, of any proceeding for such purpose; and/or (5) the occurrence of any event or passage of time that makes the financial statements included in such registration statement ineligible for inclusion therein or any statement made in such registration statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such registration statement, prospectus or other documents so that, in the case of such registration statement or prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Registered Holder promptly of the occurrence of any Discontinuation Event and to use its best efforts to eliminate or remove any Discontinuation Event as promptly as practicable.

Discontinuation Event means (i) when the Commission notifies Company whether there will be a “review” of such registration statement and whenever the Commission comments in writing on such Registration Statement; (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such registration statement or prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement covering any or all of the Shares or the initiation of any proceedings for that purpose; (iv) the receipt by Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (v) in the good faith determination of Company, offers and sales pursuant to the registration statement should not be made by reason of the existence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the registration statement would be premature or would have an adverse effect on Company; and/or (vi) the occurrence of any event or passage of time that makes the financial statements included in such registration statement ineligible for inclusion therein or any statement made in such registration statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such registration statement, prospectus or other documents so that, in the case of such registration statement or prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Discontinuation Event means a situation where the Issuer determines in its reasonable discretion that (i) it becomes unlawful for the Issuer or the Calculation Agent to use the Reference Rate, or (ii) the administrator of the Reference Rate ceases to calculate and publish the Reference Rate permanently or for an indefinite period of time, or (iii) the administrator of the Reference Rate becomes insolvent or an insolvency, a bankruptcy, restructuring or similar proceeding (affecting the administrator) is commenced by the administrator or its supervisory or regulatory authority, or (iv) the Reference Rate is otherwise being discontinued or otherwise ceases to be provided;

Discontinuation Event means [***].

Discontinuation Event shall have the meaning set forth in Section 7(c).

Discontinuation Event means with respect to a claim of a pending patent application, the earlier of (i) final cancellation, withdrawal or abandonment, (ii) disallowance without the possibility of appeal or re-filing, or (iii) [...***...] from the earliest priority date to which such claim is entitled. If a Discontinuation Event occurs with respect to a claim of a pending patent application, then Licensee shall no longer be required to accrue or pay royalties on account of such claim pursuant to this Section 3.2(b)(ii). Notwithstanding anything to the contrary in this Agreement, royalties accrued, but which do not become due and owing, pursuant to this Section 3.2(b)(ii) prior to termination or expiration of this Agreement shall not survive such termination or expiration. For clarity, Licensee’s sole obligation to pay royalties based on pending patent applications is as expressly set forth in this Section 3.2(b)(ii).