Holding Company Event definition

Holding Company Event means the passing of a resolution at a general meeting of shareholders of the Company (or, where a resolution of a general meeting of shareholders is not required, at a meeting of the Board of Directors of the Company) for the Company to become a wholly-owned subsidiary of another corporation (the “Holding Company”) by way of share exchange (kabushiki-kokan) or share transfer (kabushiki-iten);
Sample 1Sample 2Sample 3
Holding Company Event means the transactions occurring on or after the Amendment and Restatement Closing Date pursuant to which Holdings becomes the direct parent company of the Borrower.
Sample 1
Holding Company Event means any of the following events which has a material adverse effect on the pre-tax earnings of the Company: (i) a change in the Acquiror's accounting policy or practice after the Closing Date, including a change of the Company's fiscal year; (ii) a merger, consolidation or acquisition of or by the Company or a sale of the Company or a sale by the Company of substantially all of its assets, but only if approval of such transaction by the Shareholders has not first been obtained in writing; and (iii) any labor unrest, work stoppage, or union activity, but only if same results directly from a policy or practice mandated by Acquiror or Acquiror's subsidiary.
Sample 1

Examples of Holding Company Event in a sentence

  • Upon the consummation of an Incorporation Event, a Holding Company Event or Corporate Conversion, the Company or its successor shall promptly issue to Holder a new Warrant for the same securities, cash and property of the successor as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for such event and subsequent closing.

  • Each of the Loan Parties has all of the requisite power and authority, and the legal right, to execute and deliver each of the Loan Documents to which it is a party, to perform all of its obligations hereunder and thereunder and to consummate the Nu-Gro Transaction, the Holding Company Event (if and when consummated) and all of the other transactions contemplated hereby and thereby.

  • In the event that at any time during the term of this Agreement the Company shall become a wholly-owned subsidiary of IFSC, a Delaware corporation (such event referred to herein as the "Holding Company Event"), the Employee agrees in addition to serve as Chief Financial Officer of IFSC, and any references to the Company in Sections 1, 2(D), 4, 6, 9, 10 and 11 of this Agreement shall also include IFSC in the event that the Holding Company Event has occurred.

  • In consideration of the services to be rendered by the ------ Employee to the Company, and IFSC upon and after the occurrence of the Holding Company Event, the Company initially will pay to the Employee an annual salary of $91,900 (Employee's "Base Rate").

  • And in the final excerpt, we show that the realization of the gesture can also be more efficient for the patient (in contrast with the second excerpt).

  • Xxxxxx agrees, as Holder and not in any other capacity, to use good faith efforts to grant any required consents or approvals, and to use good faith efforts to expedite granting a waiver of any notice periods, applicable to any Incorporation Event, a Holding Company Event or Corporate Conversion.

  • Each of the Loan Parties has all of the requisite power and authority, and the legal right, to execute and deliver each of the Loan Documents to which it is a party, to perform all of its obligations hereunder and thereunder and to consummate the UPG Acquisition, the Holding Company Event (if and when consummated) and all of the other transactions contemplated hereby and thereby.

  • If the Target Quota is not achieved in any year as a result of a Holding Company Event, notwithstanding any other provision of this Agreement to the contrary, the Annual Earn-Out Payment shall not be reduced to the extent that the shortfall in achieving the Target Quota was directly caused by such Holding Company Event.


More Definitions of Holding Company Event

Holding Company Event means the passing of a resolution at a general meeting of shareholders of the Company (or, where a resolution of a general meeting of shareholders is not required, at a meeting of the
Sample 1

Related to Holding Company Event

  • Investment Company Event means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion, will be considered an Investment Company that is required to be registered under the Investment Company Act which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Holding Limit Event means, assuming the investor is the Issuer and/or any of its affiliates, the Issuer together with its affiliates, in aggregate hold, an interest in the Underlying Stock, constituting or likely to constitute (directly or indirectly) ownership, control or the power to vote a percentage of any class of voting securities of the Underlying Stock, of the Underlying Stock in excess of a percentage permitted or advisable, as determined by the Issuer, for the purpose of its compliance with the Bank Holding Company Act of 1956 as amended by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule), including any requests, regulations, rules, guidelines or directives made by the relevant governmental authority under, or issued by the relevant governmental authority in connection with, such statutes.

  • Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;

  • Accounting Event means the receipt by the Issuer of an opinion of an Authorized Public Accountant in Finland (reputable and experienced in such matters) to the effect that, as a result of a change in the applicable accounting standards or interpretation thereof, the equity treatment of the Capital Notes as “equity” in full in the Issuer’s consolidated financial statements has or will cease.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

  • Fall Away Event means such time as the Notes shall have an Investment Grade Rating and the Company shall have delivered to the Trustee an Officers’ Certificate certifying that the foregoing condition has been satisfied.

  • Tier 2 Capital Event means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement).

  • Change in Status means any of the events described below, as well as any other events included under subsequent changes to Code section 125 or regulations issued thereunder, which the Plan Administrator, in its sole discretion and on a uniform and consistent basis, determines are permitted under IRS regulations and under this Plan:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Liquidity Event means a Change of Control or an IPO.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Warranty Event As to any Asset, the discovery that as of the related Cut-Off Date or Funding Date there had existed a breach of any representation or warranty relating to such Asset and the continuance of such breach through any applicable determination date or beyond any applicable cure period.