End of Discovery Portion Date means, with respect to a given Program, the date on which Prothena delivers to Celgene the first complete IND Data Package, if any, for such Program, in accordance with Section 2.2.2(d).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.
Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Make-Whole Fundamental Change Conversion Period has the following meaning:
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Material Project EBITDA Adjustments means, with respect to each Material Project:
Anticipated Repayment Date With respect to any ARD Mortgage Loan, the date specified in the related Mortgage Note, as of which Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date for such Mortgage Loan.
Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.
Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.
Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).
Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).
Administrator/Benchmark Event Date means, in respect of an Administrator/Benchmark Event, the date on which the authorisation, registration, recognition, endorsement, equivalence decision, approval or inclusion in any official register is (i) required under any applicable law or regulation; or
Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.
Post-Closing Statement has the meaning set forth in Section 3.3(c).