Effective Discharge definition

Effective Discharge means, with respect to the Existing Convertible Notes, that (i) the Administrative Borrower shall have irrevocably deposited with the trustee of the Senior Unsecured Notes, for the benefit of the holders of the Existing Convertible Notes, cash in an amount equal to the sum of all remaining interest and principal payments due on the Existing Convertible Notes (together with the “Conversion Consideration” (as defined in the Senior Unsecured Notes Agreement) due in respect of each conversion of Existing Convertible Notes that has not been fully settled as of the time of such deposit) and shall have irrevocably directed the trustee of the Senior Unsecured Notes to make such payments to the holders of the Existing Convertible Notes as the same becomes due in accordance with the Senior Unsecured Notes Agreement (provided, however, that such deposit may be subject to arrangements whereby any cash amounts not necessary to pay amounts due on the Existing Convertible Notes as they become due may be returned to the Administrative Borrower after none of the Existing Convertible Notes remain outstanding); (ii) the Administrative Borrower shall have paid all other amounts due under the Senior Unsecured Notes Agreement; (iii) the Administrative Borrower shall have irrevocably elected, pursuant to Section 9.01(i) of the Senior Unsecured Notes Agreement, that the “Settlement Method” applicable to all subsequent conversions of the Existing Convertible Notes shall be either “Physical Settlement” or “Combination Settlement” with a “Specified Dollar Amount” (as such terms are defined in the Senior Unsecured Notes Agreement) of no more than $1,000 per $1,000 principal amount of Existing Convertible Notes; and (iv) the Administrative Borrower shall have delivered to the trustee of the Senior Secured Notes an Officers’ Certificate (as defined in the Senior Secured Notes Indenture) to the effect that clauses (i) through (iii) above have been satisfied and an Opinion of Counsel (as defined in the Senior Secured Notes Indenture) to the effect that the conditions precedent to the Existing Convertible Notes being Effectively Discharged have been satisfied.
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Effective Discharge means, with respect to the Notes, that (i) the Company shall have irrevocably deposited with the Trustee, for the benefit of the Holders of the Notes, cash in an amount equal to the sum of all remaining interest (assuming interest will be paid via Cash Interest) and principal payments due on the Notes and shall have irrevocably directed the Trustee and Paying Agent to make such payments to the Holders of the Notes as the same becomes due in accordance with this Indenture; (ii) the Company shall have paid all other amounts due under this Indenture; (iii) the Company shall have irrevocably elected that the Settlement Method applicable to all subsequent conversions of the Notes shall be either Physical Settlement or Combination Settlement with a Specified Dollar Amount of no more than $1,000 per $1,000 principal amount of Notes; and (iv) the Company shall have obtained the Requisite Stockholder Approval (if applicable) and shall not otherwise be restricted ((A) whether by the terms of the Notes, the Company’s organizational documents, any applicable law, rule or regulation or otherwise and (B) at the time of such Effective Discharge and at all times thereafter) from settling any conversion obligation in accordance with the Settlement Method described in clause (iii) above.
Sample 1
Effective Discharge means, with respect to the Notes, that (i) the Company shall have irrevocably deposited with the Trustee, for the benefit of the Holders of the Notes, cash in an amount equal to the sum of all remaining interest (assuming interest will be paid via Cash Interest) and principal payments due on the Notes and shall have irrevocably directed the Trustee and Paying Agent to make such payments to the Holders of the Notes as the same becomes due in accordance with this Indenture; (ii) the Company shall have paid all other amounts due under this Indenture; (iii) the Company shall have irrevocably elected that the Settlement Method applicable to all subsequent conversions of the Notes shall be either Physical Settlement or Combination Settlement with a Specified Dollar Amount of no more than $1,000 per $1,000 principal amount of Notes; and (iv) the Company shall have obtained the Requisite Stockholder Approval (if applicable) and shall not otherwise be restricted ((A) whether by the terms of the Notes, the Company's organizational documents, any applicable law, rule or regulation or otherwise and (B) at the time of such Effective Discharge and at all times thereafter) from settling any conversion obligation in accordance with the Settlement Method described in clause (iii) above.
Sample 1

Examples of Effective Discharge in a sentence

  • This is why the Trust Board has decided to keep Effective Discharge as one of the three Quality Improvement Priorities for 2013/14.

  • Local Assurance on the Effective Discharge of the Functions of the Director of Children Services (DCS), Director of Adult Services (DAS) and the Lead Members for these Service Areas The Cabinet considered a report of the Chief Executive, which outlined how management arrangements would ensure that the role of Director of Children’s Services and Director of Adult Services was effectively discharged alongside those key responsibilities of the Lead Members for these areas.

  • This channel, while technically a Channel-Forming-Discharge Channel or Effective Discharge Channel, will be referred to as the Low-Flow Channel in the report documents.

  • Safe and Effective Discharge Background/SummaryA safe and effective discharge is one in which patients are clear about their journey and expectations and go home at the optimum point for their ongoing recovery.

  • The Scheme is worth 1.5% of the total contract value and comprises national and local indicators: National Indicators• VTE risk assessment• Responsive to personal needs• Safety Thermometer• Dementia Local Indicators• Integrated Care• Patient Experience• Effective Discharge – communication• Respiratory – Chronic Obstructive Airways disease The programme looks at the quality of care from the patient’s perspective and feedback will be used to redesign patient services.

  • Rubin 1995 Regulated Streamflow, Fine-Grained Deposits, and Effective Discharge in Canyons with Abundant Debris Fans, in Costa, J.E., Miller, A.J., Potter, K.W., and Wilcock, P.R., eds., Natural and Anthropogenic Influences in Fluvial Geomorphology: American Geophysical Union Geophysical Monograph 89, p.

  • Effective Discharge Patient Record Audit – Final Report June 1999.

  • Performance of Bed-Load Transport Equations Relative to Geomorphic Significance: Predicting Effective Discharge and Its Transport Rate.

  • Applicable Quick Reaction Checklist: Annex F – Mishap – Aircraft, Vehicle or Other FOUOAdditional References: CAPR 35-2, Notification Procedures in Case of Death, Injury or Serious Illness‌CAPR 160-1, Civil Air Patrol Safety ProgramCAPR 160-2, Safety Reporting and Review Civil Air Patrol defines in CAPR 160-2 a mishap is any occurrence or series of occurrences that results in damage or injury.

  • Goal not achieved but improvements madeOur aimTo monitor compliance against the Trust Effective Discharge Improvement Delivery Plan quarterly as follows:• 75% by end quarter 1• 80% quarter 2• 85% quarter 3• 95% quarter 4 ProgressCare Groups developed and implemented improvement plans to improve timeliness of provision of discharge letters to GPs within the 24 hour standard.

Related to Effective Discharge

  • Constructive Discharge means the occurrence of any of the following:

  • New discharger means any building, structure, facility, or installation: (A) From which there is or may be a new or additional discharge of pollutants at a site at which on October 18, 1972, it had never discharged pollutants; (B) Which has never received a finally effective NPDES permit for discharges at that site; and (C) Which is not a “new source”. This definition includes an indirect discharger, which commences discharging into waters of the United States. It also includes any existing mobile point source, such as an offshore oil drilling rig, seafood processing vessel, or aggregate plant that begins discharging at a location for which it does not have an existing permit.

  • Direct discharge means the discharge of a pollutant.

  • Daily discharge means the discharge of a pollutant measured during a calendar day or any 24-hour period that reasonably represents the calendar day for purposes of sampling. For pollutants with limitations expressed in units of mass, the "daily discharge" is calculated as the total mass of the pollutant discharged over the day. For pollutants with limitations expressed in other units of measurement, the "daily discharge" is calculated as the average measurement of the pollutant over the day.

  • Illicit discharge means any discharge to a municipal separate storm sewer that is not composed entirely of stormwater except discharges pursuant to a NPDES permit (other than the NPDES permit for discharges from the municipal separate storm sewer) and discharges resulting from emergency fire fighting activities.

  • Indirect discharge means the introduction of pollutants into a POTW from any non-domestic source regulated under section 307(b), (c) or (d) of the Act.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Indirect discharger means a non-domestic discharger introducing pollutants into a publicly owned treatment and disposal system.

  • Non-stormwater discharge means any discharge not comprised entirely of stormwater discharges authorized by a NPDES permit.

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Final Discharge Date means the date on which the Security Trustee notifies the Issuer and the Transaction Creditors that it is satisfied that all the Secured Obligations and/or all other moneys and other liabilities due or owing by the Issuer have been paid or discharged in full.

  • Good Reason means:

  • Constructive Termination means:

  • Effective TBD means that the date is to be determined by further Commission action. A date listed as "anticipated effective" may be subject to change. An Advice Letter Supplement is not a new filing, and there is no protest period unless indicated.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Constructive Dismissal means, unless consented to by the Participant, any action that constitutes constructive dismissal of the Participant, including without limiting the generality of the foregoing:

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Due Cause means any of the following events:

  • Voluntary Resignation means any Termination by Employee for any reason other than a Constructive Termination.

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).