Early Standstill Termination Event definition

Early Standstill Termination Event shall have the meaning set forth in Section 4.1.
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Early Standstill Termination Event has the meaning set forth in Section 3.6. Section 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended. Section 1.10 "Gottschalks" has the meaning set forth in the recitals of this Agreement. Section 1.11 "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. Section 1.12 "person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Entity. Section 1.13 "Pro Forma Value" means the market value of outstanding equity securities of Gottschalks (based upon a 20 trading day average closing price for publicly traded equity securities), plus the debt reflected on Gottschalks' balance sheet, less any cash on such balance sheet, immediately following the consummation of the acquisition, merger or other business combination transaction. Section 1.14 "Standstill Extension Term" has the meaning set forth in Section 3.6(a). Section 1.15 "Standstill Period" has the meaning set forth in Section 3.6(a). Section 1.16 "Stockholders' Agreement" means that certain Stockholders' Agreement among ECI, Gottschalks, Jxxxxx Xxxx and Bxxx Xxxx dated the date hereof. Section 1.17 "Asset Purchase Agreement" has the meaning set forth in the recitals of this Agreement. Section 1.18 "Subsidiary" means any corporation, partnership limited liability company, joint venture, business trust or other entity of which the specified person, directly or indirectly, owns or controls 50% or more of the securities or other interests entitled to vote in the election of directors (or others performing similar functions) with respect to such corporation or other organization, or otherwise has the ability to control such corporation, partnership, limited liability company, joint venture, business trust or other entity.
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Early Standstill Termination Event shall have the meaning set forth in the Standstill Agreement.
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Examples of Early Standstill Termination Event in a sentence

  • All other provisions of this Agreement shall expire, and Investor shall, in accordance with the provisions of paragraph (i) of Section 2.1 require its Investor Nominees to immediately resign, upon the earlier of: (i) the date on which Investor no longer is entitled pursuant to Section 2.1 of this Agreement to a representative on the Board; and (ii) the expiration of the Standstill Agreement (other than as the result of an Early Standstill Termination Event).

  • Section 1.8 "Early Standstill Termination Event" has the meaning set forth in Section 3.6. Section 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended.


More Definitions of Early Standstill Termination Event

Early Standstill Termination Event. 4 Section 1.12 "ECI" 4 Section 1.13 "Exchange Act" 4 Section 1.14 "fully diluted" 4 Section 1.15 "Gottschalks" 4 Section 1.16 "Hxxxxx" 4 Section 1.17 "Governmental Entity" 4 Section 1.18 "Group" 4 Section 1.19 "Independent Nominees" 4 Section 1.20 "Investor" 4 Section 1.21 "Investor Nominees" 4 Section 1.22 "Management" 4 Section 1.23 "Management Nominees" 4 Section 1.24 "Nominating Committee" 4 Section 1.25 "person" 4 Section 1.26 "Securities Act" 5 Section 1.27 "Standstill Agreement" 5 Section 1.28 "Subsidiary" 5 Section 1.29 "Transfer" 5 Section 1.30 "Transferee" 5 Section 1.31 "Voting Securities" 5
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Early Standstill Termination Event shall have the meaning set forth in the Standstill Agreement. Section 1.12 "ECI" shall have the meaning set forth in the first paragraph hereof. Section 1.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. Section 1.14 "fully diluted" shall mean, with respect to the Gottschalks Common Stock, the total number of outstanding shares of Gottschalks Common Stock (for such purposes, treating as outstanding Gottschalks Common Stock all options or warrants to purchase and securities convertible into (or exchangeable or redeemable for) the Gottschalks Common Stock as of the relevant measurement date). Section 1.15 "Gottschalks" shall have the meaning set forth in the first paragraph hereof. Section 1.16 "Xxxxxx" shall have the meaning set forth in the second paragraph hereof. Section 1.17 "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. Section 1.18 "Group" shall mean a "group" as such term is used in Section 13(d)(3) of the Exchange Act. Section 1.19 "Independent Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.20 "Investor" shall mean ECI (through Xxxxxx), together with and any Transferee, and so long as Xxxxxx and any Transferee own shares of Gottschalks Common Stock, such persons shall be treated as one entity for the purposes of this Agreement. Section 1.21 "Investor Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.22 "Management" shall mean Xxxxxx Xxxx and Xxxx Xxxx. Section 1.23 "Management Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.24 "Nominating Committee" shall mean the nominating committee of the Board as it is constituted from time to time. Section 1.25 "person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Entity. Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended. Section 1.27 "Standstill Agreement" shall mean that certain Standstill Agreement by and between ECI and Gottschalks dated the date hereof. Section 1.28 "Subsidiary" shall mean any corporation, partnership limited liability company, joint venture, business trust or other entity of which the specified person, directly or indirectly, own...
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Related to Early Standstill Termination Event

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Forbearance Termination Date means the earlier to occur of (i) the Termination Date and (ii) a Termination Event.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • Event Termination Date See Section 2(e) hereof.