Excusable Reason definition

Excusable Reason shall have the meaning set forth in Section 2.6 of this Agreement.
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Excusable Reason means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded ninety (90) days and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period.
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Excusable Reason means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEC.
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Examples of Excusable Reason in a sentence

  • An Excusable Reason shall also include acts of God and closure of the SEC.

  • Any information relating to an Excusable Reason shall be deemed to be confidential information regardless of whether it is expressly marked as confidential.

  • The Company shall (i) cause to be filed not later than 45 days after the date hereof a Shelf Registration statement providing for the sale by the Holders of all of the Registrable Common Stock and (ii) use its best efforts to have such Shelf Registration thereafter declared effective by the Commission not later than 60 days after the date of filing, subject to any delay for an Excusable Reason.

  • If the inability xx update as provided in this Section is solely the result of Excusable Reason, the other party, as its sole remedy, shall have the right to terminate this Agreement and in such event a refund of the earnest money deposits will be made to WELP.

  • The Company shall advise the holders in writing of the occurrence and termination of an Excusable Reason.

  • If either PGRLP or WELP cannot do so as to any paragraph in Section 9.1 or 9.3, xespectively, then such party shall be in default hereunder unless the inability to update a representation and warranty is the result of actions of Dearborn Center permitted pursuant to Section 10.2 or if the inability to update arises from any event beyond the reasonable control of PGRLP or WELP (collectively "Excusable Reason").

  • If an Excusable Reason shall occur, the Company shall give the holders prompt notice thereof, and the holders shall refrain from thereafter making sales pursuant to the registration statement until the cessation of the Excusable Reason.

  • Those measures that did not give better scores for clear speech included duration, intensity below 500 Hz, f0, and slope after the peak location, most of which are not generally considered to contribute to place of articulation identification.For voicing, 94.1% of conversational and 96% of clear productions were classified correctly.


More Definitions of Excusable Reason

Excusable Reason means (i) the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement or (ii) other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded fifteen (15) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include Acts of God and closure of the SEC.
Sample 1
Excusable Reason means the occurrence of negotiations with respect to material agreements prior to the announcement of the execution of the agreement or the termination of the negotiations and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or 5 suspended the use of an effective registration statement) as a result thereof has not exceeded 60 days and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period.
Sample 1
Excusable Reason means the occurrence of negotiations with respect to a material agreement prior to the either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be required to be included in a registration statement filed pursuant to the Securities Act or filed with the Commission in a filing which would be incorporated by reference in such a registration statement and such disclosure would be adverse to the best interests of the Company; provided that the Company is continuing to treat such negotiations as confidential and provided, further, that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded 60 days and provided, further, that the Company shall not be permitted to suspend the use of an effective registration statement for an Excusable Reason more than twice in any twelve-month period. In the event that the use of a registration statement is suspended for an Excusable Reason, the period during which the registration statement shall be kept current and effective shall be extended for the number of days that the use of the registration statement is suspended for an Excusable Reason; provided, that the Company shall not be required to keep the registration statement current and effective subsequent to the December 31, 2005. The Company shall advise the holders in writing of the occurrence and termination of an Excusable Reason. The Company shall not be in violation of this Paragraph 5(a)(ii) if such delays exceed those provided for in this Paragraph 5(a)(ii) and are caused by action or inaction by the Commission, the National Association of Securities Dealers, Inc., NASD Regulation, Inc., any stock exchange or market or any state securities commission or any holder.
Sample 1
Excusable Reason means (i) the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement or (ii) other similar material corporate events to which the Qualifying Shell Company and any of its subsidiaries or affiliated companies is a party or expects to be a party if, in the reasonable judgment of the Qualifying Shell Company, disclosure of the negotiations or other event would be adverse to the best interests of the Qualifying Shell Company provided that the Qualifying Shell Company is continuing to treat such negotiations as confidential and provided further that the period during which the Qualifying Shell Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof bas not exceeded twenty (20) trading days in the aggregate, and provided further that the Qualifying Shell Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in anyone-year period. An Excusable Reason shall also include Acts of God and closure of the Commission.
Sample 1

Related to Excusable Reason

  • Excusable Delay means a delay due to acts of God, governmental restrictions, stays, judgments, orders, decrees, enemy actions, civil commotion, fire, casualty, strikes, work stoppages, shortages of labor or materials or other causes beyond the reasonable control of Borrower, but lack of funds in and of itself shall not be deemed a cause beyond the control of Borrower.

  • Excusable Delays mean delays arising without the fault or negligence of Lessor and Lessor's subcontractors and suppliers at any tier, and shall include, without limitation: (1) acts of God or of the public enemy, (2) acts of the United States of America in either its sovereign or contractual capacity, (3) acts of another contractor in the performance of a contract with the Government, (4) fires, (5) floods, (6) epidemics, (7) quarantine restrictions, (8) strikes, (9) freight embargoes, (10) unusually severe weather, or (11) delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Lessor and any such subcontractor or supplier.

  • Force Majeure Delay means with respect to the Servicer, any cause or event which is beyond the control and not due to the negligence of the Servicer, which delays, prevents or prohibits such Person’s delivery of the reports required to be delivered or the performance of any other duty or obligation of the Servicer under the Indenture, as the case may be, including, without limitation, computer, electrical and mechanical failures, acts of God or the elements and fire; provided, that no such cause or event shall be deemed to be a Force Majeure Delay unless the Servicer shall have given the Indenture Trustee written notice thereof as soon as practicable after the beginning of such delay.

  • Force Majeure means an event beyond the control of the supplier and not involving the supplier’s fault or negligence and not foreseeable. Such events may include, but is not restricted to, acts of the purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.

  • Force Majeure Delays means any actual delay in the construction of the Tenant Improvements, which is beyond the reasonable control of Landlord or Tenant, as the case may be, as described in Paragraph 33 of the Lease.

  • Unavoidable Delay means an event which delays Closing which is a strike, fire, explosion, flood, act of God, civil insurrection, act of war, act of terrorism or pandemic, plus any period of delay directly caused by the event, which are beyond the reasonable control of the Vendor and are not caused or contributed to by the fault of the Vendor. “Unavoidable Delay Period” means the number of days between the Purchaser’s receipt of written notice of the commencement of the Unavoidable Delay, as required by paragraph 5(b), and the date on which the Unavoidable Delay concludes.

  • Force Majeure Period has the meaning specified in Section 13.1.

  • Force Majeure Exception means any failure or delay in the performance of the Fund’s reporting obligation pursuant to Section 2.3 arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; acts of civil or military authority and governmental action. The Fund shall use commercially reasonable efforts to commence performance of its obligations during any of the foregoing circumstances.

  • Force Majeure Event means an event beyond the reasonable control of any party including an outbreak of a serious disease or epidemic, or quarantine or other public health emergencies, fire, flood, earthquake, explosion or other casualty or accident or act of God, or war or other violence, strike, lock-out, labour dispute, acts of any governmental body, war, insurrection, sabotage, embargo, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or inability to obtain raw materials, supplies or power.

  • Constructive Termination means:

  • Unavoidable Delays means delays due to any of the following, and only the following, (provided that such delay is beyond Construction Manager’s reasonable control): war, insurrection, civil commotion, strikes, slowdowns, lock outs, riots, flood, earthquakes, fires, casualties, acts of God, acts of a public enemy, acts of terrorism, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental moratoriums, unusually severe or abnormal weather conditions, failure of utilities, or a court order which causes a delay (unless resulting from a wrongful act of Construction Manager). In no event shall the application to Construction Manager of any applicable law, regulation, rule or other governmental requirement constitute an Unavoidable Delay. Contractor shall use reasonable good faith efforts to notify Owner not later than five (5) days after Construction Manager knows of the occurrence of an Unavoidable Delay. An extension of time for an Unavoidable Delay shall only be for the period of the Unavoidable Delay, which period shall commence to run from the time of the commencement of the cause of the Unavoidable Delay.

  • Root Cause Analysis means a method of problem solving designed to identify the underlying causes of a problem. The focus of a root cause analysis is on systems, processes, and outcomes that require change to reduce the risk of harm.

  • Event of Force Majeure means one of the following events:

  • Force Majeure Notice means a notice to be given by the Affected Party to the other party stating that a Force Majeure Event has occurred;

  • Unavoidable means adverse impacts that remain after all appropriate and practicable avoidance and minimization have been achieved.

  • Uncontrollable Circumstance means any act, event or condition that is:

  • Valid Business Reason has the meaning ascribed to such term in Section 2.1(b).

  • Force Majeure Events means acts of war, domestic and/or international terrorism, civil riots or rebellions, quarantines, embargoes and other similar unusual governmental actions, extraordinary elements of nature or acts of God.

  • Permanent Disablement means a disability falling under one of the items of disablement listed in the scale of compensation in this Policy under Section 1, which was caused by an Accident, as long as the disability lasts for twelve (12) consecutive months from the date of the Accident and at the expiry of that period our appointed Registered Medical Practitioner confirms that the disability is not going to improve after twelve (12) months.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • 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):

  • Rectification Period means the period of time set out in Section 4.3 of this RFP during which a Proponent will be permitted to rectify its Proposal to satisfy the mandatory submission requirements of this RFP.

  • Cause Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Dealer Manager, (2) a representation or warranty made by the Dealer Manager herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Dealer Manager of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Dealer Manager by the Company.

  • Force Majeure Report means a report to be given by the Affected Party to the other party following the giving of a Force Majeure Notice;

  • 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:

  • Severe Intellectual Disability means a level of functioning severely below age expectations whereby in a consistent basis the student is incapable of giving evidence of understanding and responding in a positive manner to simple directions expressed in the child's primary mode of communication and cannot in some manner express basic wants and needs.