Fallaway Date definition

Fallaway Date has the meaning set forth in Section 3.01(a).
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Fallaway Date means the earlier of:
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Fallaway Date has the meaning set forth in Section 5.1.
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Examples of Fallaway Date in a sentence

  • This Agreement (other than Article VI and Article VII, which shall survive the expiration or termination of this Agreement indefinitely) shall terminate automatically on the Fallaway Date; provided that Section 3.04 shall survive for a period of three years after the expiration or termination of this Agreement.

  • Additionally, until the Fallaway Date, certain transactions by New HoldCo (including all direct and indirect subsidiaries) will require not only the approval of a majority of the Board of Directors of New HoldCo, but also a majority of the Class B Directors.

  • Following the initial term of the initial Board of Directors until the Fallaway Date (as defined in the Governance Term Sheet), nominations for Class B Directors will be made by a majority of Class B Directors then in office.

  • The provisions of Article V shall survive the termination of this Agreement until the Fallaway Date.

  • Pursuant to New HoldCo’s LLC Agreement, prior to the Fallaway Date the approval of any merger, consolidation, or sale of all or substantially all of the assets of New HoldCo by the Board of Directors will be solely at the discretion of the Class B Directors, and such directors will have the sole right to control such process relating to any such transaction as well as to bind New HoldCo with respect thereto.

  • After the Fallaway Date (as defined in the Governance Term Sheet), nominations for Class B directors shall be made by the nominating and governance committee of the New HoldCo Board of Directors or by the holders of a majority of the New HoldCo Common Shares, in accordance with the limited liability company agreement.

  • Following the Fallaway Date, the Issuer shall only be entitled to pay any dividend or make any distribution on its ordinary or preference share capital if the Issuer shall not be in breach of any of the Fallaway Conditions as a result of and/or immediately after the payment or making of such dividend or distribution.

  • Notwithstanding the foregoing, prior to the Fallaway Date (as defined in the New HoldCo LLC Agreement) the Class B Directors shall have the sole right to control the process relating to any merger, consolidation, or sale of all or substantially all of the assets of New HoldCo, as well as to bind New HoldCo with respect thereto, as provided in the New HoldCo LLC Agreement.

  • In connection with any transaction provided for in Section 7.1(d), the Series A Preferred Share shall receive: (i) whether before or after the Fallaway Date, its proportionate share (based on its Percentage Interest) of any sales or other proceeds on the same basis as the Common Shares and (ii) only if after the Fallaway Date, an appropriate control premium.

  • The liquidation or dissolution of New OpCo LLC will require the consent of (i) the holders of at least a majority of the Common Shares (as defined in the New HoldCo LLC Agreement) and (ii) approval of the Board of Directors of New HoldCo, which prior to the Fallaway Date shall include the approval of a majority of the Class B Directors.


More Definitions of Fallaway Date

Fallaway Date means the date on which the Borrower delivers the certificate required by Section 8.01(c) for the fiscal quarter ending June 30, 2020 demonstrating compliance with Section 9.01 for such fiscal quarter.
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Fallaway Date means, with respect to any Permitted Joint Venture, the date that the Company and its Restricted Subsidiaries have received aggregate cash and cash equivalents as the result of all Investments from distributions or redemptions in respect of such Investments or sales of such Investments made by the Company and its Restricted Subsidiaries in such Permitted Joint Venture on or prior to such date in reliance on clause (18) of the definition of “Permitted Investments” (other than cash and cash equivalents received from the Company or a Restricted Subsidiary) in an amount equal to 75% of the fair market value of all such Investments (measured as of the date each such Investment was made) as determined in Good Faith by the Company.
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Fallaway Date means the first date on which the ratio of Total Debt (as defined in the ARP Credit Agreement as of the Closing Date), as of such date, to EBITDA (as defined in the ARP Credit Agreement as of the Closing Date, excluding, without duplication, gains and losses arising out of xxxx to market and cash settlement, prior to the Closing Date, of commodity derivative contracts) for the last 12 months preceding the date of determination is less than 3.5 to 1, as reflected in any regularly prepared quarterly or annual financial statements of the Company.
Sample 1

Related to Fallaway Date

  • Availability Date means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.

  • Activation Date means the date on which the Service and User Account (hereinafter defined) are activated for the Customer by TM as more particularly described in Clause 3.2 hereunder.

  • Railway Operation Date means the date of the first carriage of iron ore, freight goods or other products over the relevant Railway (other than for construction or commissioning purposes);

  • Current Date means any day during the 20-day period ending on the date of the Closing.

  • Commercial Operation Date means the date on which a Material Project is substantially complete and commercially operable.

  • Deactivation Date means the date a generating unit within the PJM Region is either retired or mothballed and ceases to operate.

  • Final Availability Date means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date specified in clause (a) of the definition of Revolving Termination Date.

  • Sunset Date means the first date following the date upon which the Significant Stockholder ceases to be the beneficial owner of at least 15% of the outstanding shares of common stock of the Corporation, determined in accordance with, and subject to, paragraph (iv) of Article II, Section 2(b) hereof.

  • Quarterly Date means the last Business Day of March, June, September and December in each year, the first of which shall be the first such day after the date hereof.

  • Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Ending Date means the calendar date specified in the Notice of Intent as the date upon which lead - based paint abatement activities are completed.

  • Step-Up Date The first Distribution Date following the first Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • Measurement Date has the meaning set forth in Section 3.3(a).

  • USGS Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

  • Acquisition Date With respect to any REO Property, the first day on which such REO Property is considered to be acquired by the Trust Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which is the first day on which the Trust Fund is treated as the owner of such REO Property for federal income tax purposes.

  • Amortization Commencement Date means the date on which an Amortization Event is deemed to occur pursuant to Section 20 hereof.

  • Commercial Operations Date or "COD": The date on which Facility first achieves Commercial Operations.

  • Recalculation Date means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

  • Syndication Date means that date upon which the Administrative Agent determines in its sole discretion (and notifies the Borrower) that the primary syndication (and resultant addition of Persons as Lenders pursuant to Section 13.04(b)) has been completed.

  • Investment Date means the date of the Investment Commitment Closing.

  • Interest Commencement Date means the Issue Date or such other date as may be specified in the relevant Final Terms.

  • Break Date means [Insert date or dates]1 [or any date falling after that date] [or the day before any Rent Day after that date] [or any [fifth] anniversary of that date] [as specified in the Tenant's formal notice given under Clause 7.1];]2

  • True-Up Date means the date which is forty-five (45) days after the latest to occur of the Termination Date of this Agreement, the Termination Date of the Commercial Agreement or disposition of all Assets pursuant to this Agreement or the Commercial Agreement.

  • Loan Commencement Date means, with respect to each Growth Capital Loan: (a) the first day of the first full calendar month following the Borrowing Date of such Loan if such Borrowing Date is not the first day of a month; or (b) the same day as the Borrowing Date if the Borrowing Date is the first day of a month.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Term Commencement Date shall be the later of (i) November 1, 2006 or (ii) the date on which Landlord’s Work is Substantially Complete (or the date on which Landlord’s Work would have been Substantially Complete absent Tenant Delay or Force Majeure (as defined below)); provided, however, that if the Term Commencement Date is not the first day of a calendar month, then the first lease year shall be extended through the last day of the calendar month in which the first 12-month period expires, and Rent for the additional period at the end of the first lease year shall be payable at the rate for the 12th month of the Term. “Force Majeure” means accident; breakage; repair; governmental regulation, moratorium or other governmental action. The “Term Expiration Date” shall be the day immediately preceding the seventh (7th) anniversary of the Term Commencement Date, provided that if such preceding day is not the last day of a calendar month, then the Term Expiration Date shall be the last date of the calendar month in which such preceding day occurs. Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the actual Term Commencement Date and the Term Expiration Date when such are established, and shall attach it to this Lease as Exhibit B. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date.