Facility Ceiling definition

Facility Ceiling means a number of Shares of which the Depositary has received written notice from the Issuer. The Issuer may establish a Facility Ceiling that is reasonably necessary to avoid ownership of Shares by non-Japanese persons in excess of any limit that is imposed by applicable law or the Articles of Incorporation of the Issuer. The Issuer shall notify the Depositary in writing if the existing Facility Ceiling is no longer reasonably necessary as provided in the preceding sentence and shall notify the Depositary as promptly as practical of that action. The Depositary may rely upon the most recent written notice it received from the Issuer regarding the Facility Ceiling. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in a form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Japan which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request and risk and expense of any person proposing to deposit Shares, and for the account of such ...
Sample 1
Facility Ceiling means a number of Shares, expressed as a number, of which the Depositary has received written notice from the Company. The Company may establish a Facility Ceiling that is reasonably necessary to avoid ownership of Shares by non-Japanese persons in excess of any limit that is imposed by applicable law or the Articles of Incorporation of the Company. The Company shall notify the Depositary in writing if the existing Facility Ceiling is no longer reasonably necessary as provided in the preceding sentence and shall notify the Depositary as promptly as practical of that action. The Depositary may rely upon the most recent written notice it received from the Company regarding the Facility Ceiling. Any person presenting Shares for deposit or any Owner or holder of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, proof of identity of any person who has legal or beneficial interest in the Receipt and the nature of such interest or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper or as the Company may require by written request to the Depositary. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Japan which is then performing the function of the regulation of currency exchange. 7.
Sample 1
Facility Ceiling means the maximum number of Shares that can be held on deposit under this Deposit Agreement. The Facility Ceiling shall be the number of Shares of which the Depositary has most recently received notice from the Company as constituting five per cent of the Company’s total issued share capital. Such number may be increased or decreased at any time at the sole discretion of the Company or Depositary as a result of (a) requirements of applicable laws, regulations or notices from relevant governmental authorities, (b) buyback by the Company, any of its affiliates or any Polymetal group company, (c) rights issuance, (d) exchange offer or merger, (e) assets-for-shares transaction, (f) a spin-off, and (g) in the case of any transactions or corporate actions similar in nature or effect to (b) through (f) of this paragraph. See Section 4.12 for details of the process of reduction of the Facility Ceiling. Publication by the Company on its website (wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx) and via an RNS announcement of a press release as the total amount of the Company’s outstanding share capital shall constitute a notice to the Depositary for purposes of this Section 1.11.
Sample 1

Examples of Facility Ceiling in a sentence

  • Shares shall not be accepted for deposit under the Deposit Agreement to the extent that, after giving effect to the deposit, the number of Shares on deposit would exceed the Facility Ceiling.

  • The Depositary shall not accept Shares for deposit to the extent that, after giving effect to a deposit, the total number of Shares on deposit under the Deposit Agreement would exceed the Facility Ceiling.

  • The Depositary shall not accept Shares for deposit to the extent that, after giving effect to a deposit, the total number of Shares on deposit under this Deposit Agreement would exceed the Facility Ceiling.

  • The Company hereby consents to any Proposed Deposit to the extent that, after giving effect to such Proposed Deposit, the number of Shares on deposit hereunder does not exceed the Facility Ceiling (as defined below).

  • Beginning on September 1, 2001, the Borrower shall pay to the Lender a Revolving Credit Facility Fee of 2% per annum of the Revolving Credit Facility Ceiling.

  • Shares shall not be accepted for deposit under this Deposit Agreement to the extent that, after giving effect to the deposit, the number of Shares on deposit would exceed the Facility Ceiling.

  • On March 31, 2001, the Borrower shall deposit into the Revolving Credit Cash Collateral Account the amount necessary to make the amount on deposit in the account equal to 110% of the Revolving Credit Facility Ceiling.

  • The Company may establish a Facility Ceiling that is reasonably necessary to avoid ownership of Shares by non-Japanese persons in excess of any limit that is imposed by applicable law or the Articles of Incorporation of the Company.

  • For the months of December, 2000 and January through August, 2001 the Borrower shall pay to the Lender a Revolving Credit Facility Fee of 1% per annum of the Revolving Credit Facility Ceiling.

  • If the Depositary has received notice from the Company that the Shares are admitted to listing on the London Stock Exchange, Shares shall not be accepted for deposit under the Deposit Agreement to the extent that, after giving effect to the deposit, the number of Shares on deposit would exceed the Facility Ceiling.


More Definitions of Facility Ceiling

Facility Ceiling means the maximum number of Shares that can be held on deposit under this Deposit Agreement such that all those Shares continue, in the absence of other relevant factors, to be considered to be held in public hands for purposes of the Listing Rules of the United Kingdom Listing Authority applicable to the Company (which, as of the date of this Deposit Agreement, is 4.99% of the Company’s total issued Share capital). The Company has informed the Depositary that, as of the date of this Deposit Agreement, the Facility Ceiling is 151,304,283 Shares. The Company shall notify the Depositary as promptly as practicable of any change in the Facility Ceiling.
Sample 1
Facility Ceiling means the total number of Shares outstanding multiplied by the maximum percentage of the Company's share capital specified in an effective certificate of no objection issued by the Dutch Securities Board. The Company shall notify the Depositary of the amount of the Company's outstanding share capital as of the date of this Deposit Agreement and thereafter shall notify the Depositary as promptly as practicable whenever the amount of the Company's outstanding share capital changes. The Depositary is entitled to rely, and will be protected in relying, upon the information in the most recent notice it received from the Company under this paragraph. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Sample 1
Facility Ceiling means the total number of Shares outstanding multiplied by the maximum percentage of the Company's share capital specified in an effective certificate of no objection issued by the Dutch Securities Board.
Sample 1
Facility Ceiling means a number of Shares, expressed as a number, of which the Depositary has received written notice from the Issuer. The Issuer may establish a Facility Ceiling that is reasonably necessary to avoid ownership of Shares by non-Japanese persons in excess of any limit that is imposed by applicable law or the Articles of Incorporation of the Issuer. The Issuer shall notify the Depositary in writing if the existing Facility Ceiling is no longer reasonably necessary as provided in the preceding sentence and shall notify the Depositary as promptly as practical of that action. The Depositary may rely upon the most recent written notice it received from the Issuer regarding the Facility Ceiling.
Sample 1

Related to Facility Ceiling

  • Facility C means the term loan facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (Facilities).

  • Facility B means the term loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

  • Facility Amount means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances outstanding.

  • Facility A means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

  • Replacement Revolving Facility Commitments shall have the meaning assigned to such term in Section 2.21(l).

  • Facility Limit means $100,000,000 as reduced or increased from time to time pursuant to Section 2.02(e) or 2.02(h), as applicable. References to the unused portion of the Facility Limit shall mean, at any time of determination, an amount equal to (x) the Facility Limit at such time, minus (y) the sum of the Aggregate Capital plus the LC Participation Amount.

  • Loan Facility means the Revolving Loan Facility, the Transaction Specific Loan Facility or the Transaction Specific Revolving Loan Facility established by Lender in favor of Borrower under the Loan Documents.

  • L/C Facility means the letter of credit facility established pursuant to Article III.

  • Revolving Facility Commitment means, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment, as applicable. The aggregate amount of the Lenders’ Revolving Facility Commitments on the Closing Date is $50,000,000. On the Closing Date, there is only one Class of Revolving Facility Commitments. After the Closing Date, additional Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements.

  • Facility Usage means, at the time in question, the aggregate amount of outstanding Loans and LC Obligations at such time.

  • Replacement Revolving Facility has the meaning assigned to such term in Section 9.02(c)(ii).

  • Revolving Facility Usage means at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.

  • Revolving Facility Credit Exposure means, at any time, the sum of (a) the aggregate principal amount of the Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) any Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of any Lender at any time shall be the product of (x) such Lender’s Revolving Facility Percentage and (y) the aggregate Revolving Facility Credit Exposure of all Lenders, collectively, at such time.

  • Total Facility has the meaning specified in Section 1.1.

  • Availability Credit means the remedy IBM will provide for a validated Claim. The Availability Credit will be applied in the form of a credit or discount against a future invoice of subscription charges for the Service.

  • Term Facility Commitment means the commitment of a Lender to make Term Loans, including Term B Loans and/or Other Term Loans.

  • Swingline Facility means the swingline facility established pursuant to Section 2.2.

  • Maximum Facility Amount means the aggregate Commitments as then in effect, which amount shall not exceed $200,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

  • Disposal facility means a facility or part of a facility at which hazardous waste is intentionally placed into or on any land or water, and at which waste will remain after closure. The term disposal facility does not include a corrective action management unit into which remediation wastes are placed.

  • Revolving Facilities means collectively the Initial Revolving Facility and each New Revolving Facility and “Revolving Facility” means any such facility individually.

  • Other Revolving Facility Commitments means Incremental Revolving Facility Commitments to make Other Revolving Loans.

  • Revolving Facility means the facility under which Borrower may request Bank to issue Advances, as specified in Section 2.1(a) hereof.

  • Replacement Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Incremental Revolving Facility Commitment means the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Revolving Loans to the Borrower.