Five Year Divestiture Deadline definition

Five Year Divestiture Deadline means the fifth anniversary of the Closing Date, extended day for day, up to a maximum of seven hundred thirty (730) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share- Rights and received proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period. e. In Article I, the definition of "Registration Statement" shall be added as follows:
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Five Year Divestiture Deadline means the fifth (5th) anniversary of the IPO Date, extended day for day, up to a maximum of seven hundred thirty (730) days, for each day from and after the Five Year Determination Date that the Company is not required to file a Registration Statement as a result of the pendency of any Blackout Period.
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Five Year Divestiture Deadline have the respective meanings set forth in the Voting Trust and Divestiture Agreement dated the date hereof among the Foundation, Wilmington Trust Company and RightCHOICE (herein called the "Voting Trust Agreement") as such terms are defined therein on the date hereof and without giving effect to any amendment or supplement to the Voting Trust Agreement.
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Examples of Five Year Divestiture Deadline in a sentence

  • The Beneficiary hereby covenants and agrees that it shall sell, convey or otherwise dispose of shares of Capital Stock (so that the Beneficiary is no longer a Beneficial Owner of such shares of Capital Stock) so that the Beneficiary Beneficially Owns less than twenty percent (20%) of the issued and outstanding shares of each class of Capital Stock on or prior to the Five Year Divestiture Deadline.

  • The Beneficiary and the Company acknowledge that the BCBSA shall have the sole and absolute authority and discretion to determine whether to consent to an extension of the Three Year Divestiture or the Five Year Divestiture Deadline, as the case may be, but shall have no obligation to grant such consent, and that in no event shall the Company have any liability to the Beneficiary or any other Person in the event that the BCBSA shall determine to deny any such extension request.

  • It is understood that the City may have alternate work schedules, which unit employees may work.

  • The Beneficiary hereby covenants and agrees that it shall sell, convey or otherwise dispose of shares of Capital Stock (so that the Beneficiary is no longer a Beneficial Owner of such shares of Capital Stock) so that the Beneficiary Beneficially Owns less than twenty percent (20%) of the issued and outstanding shares of each class of Capital Stock on or prior to the fifth anniversary of the Closing Date (the "Five Year Divestiture Deadline").


More Definitions of Five Year Divestiture Deadline

Five Year Divestiture Deadline means the fifth anniversary of the Closing Date, extended day for day, up to a maximum of seven hundred thirty (730) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period. (t) "Indemnified Party" has the meaning set forth in Section 8.06 hereof. (u) "Independent Board Majority" has the meaning set forth in Section 4.B.3 of Article IV of the Certificate of Incorporation. (v) "Marks" has the meaning set forth in Recital B hereof. (w) "Ownership Limit" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (x) "Person" means any individual, firm, partnership, corporation (including, without limitation, a business trust), limited liability company, trust, unincorporated association, joint stock company, joint venture or other entity, and shall include any successor (by merger or otherwise) of any such entity. (y) "Registration Rights Agreement" means that certain Registration Rights Agreement, of even date herewith, by and between the Company and the Beneficiary. (z) "Registration Statement" has the meaning set forth in Section 1 of the Registration Rights Agreement. (aa) "Reorganization Agreement" has the meaning set forth in Recital A hereof. (bb) "Share-Rights" has the meaning set forth in Section 1 of the Registration Rights Agreement. (cc) "Successor Trustee" has the meaning set forth in Section 8.04 hereof. (dd) "Three Year Divestiture Deadline" means the third anniversary of the Closing Date, extended day for day, up to a maximum of three hundred sixty five (365) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement ...
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Five Year Divestiture Deadline and "Ten Year Divestiture Deadline" have the respective meanings set forth in the Voting Trust and Divestiture Agreement dated the date hereof among the Fund, the Trustee and Holdco (herein called the "Voting Trust Agreement") as such terms are defined therein on the date hereof and without giving effect to any amendment or supplement to the Voting Trust Agreement.
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Five Year Divestiture Deadline has the meaning set forth in Section 6.02 hereof.
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Five Year Divestiture Deadline means the fifth anniversary of the Closing Date, extended day for day, up to a maximum of seven hundred thirty (730) days, for each day the Company is not required to file a registration Statement (i) in response to an actual demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received the proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period.
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Five Year Divestiture Deadline shall be deleted in its entirety and replaced with the following:
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Related to Five Year Divestiture Deadline

  • Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.

  • Start-up period means up to a maximum of 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age-range of the Academy will have some pupils present).

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • First Year means the intake group of Students for the most junior class or year in a school.

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Acquisition Period means the period ending five (5) business days prior to

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Delivery Period Termination Date Has the meaning specified in the Related Pass Through Trust Supplement.

  • Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Vesting Commencement Date means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • First Anniversary means the first anniversary of the Closing Date.

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

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

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Initial Vesting Date means the date occurring one (1) year after the Date of Option Grant.

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Forfeiture Period means the period from the Grant Date until the Forfeiture Date.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to these Terms;