Independently Determined definition

Independently Determined means determined in good faith by an independent investment bank of international repute selected by the Parent Companies or Fortis Bank (as applicable) and approved in writing by the Trustee, acting as an expert (at the expense of the Parent Companies or Fortis Bank, as applicable).
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Independently Determined means, with respect to any determination of value or other determination, to be determined in good faith by an independent investment bank (in the case of securities) or an independent appraiser (in the case of other assets), in each case of international reputation, selected by the Issuer, acting as an expert and at the expense of the Issuer.
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Independently Determined means determined in good faith by an independent investment bank of international repute, selected by the Issuer and approved in writing by the Trustee, acting as an expert (at the expense of the Issuer).
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Examples of Independently Determined in a sentence

  • The Trustee and Exchange Agents shall have the authority with respect to any determination or calculation to be made in accordance with this Article VIII to rely upon, without any liability for doing so, any determination or calculation Independently Determined.

  • The Trustee (or the Exchange Agent, as the case may be) shall notify all Holders of such change as soon as practicable as set forth in Section 11.1. In the event of a dispute between the Issuer and a Holder as to whether, and the extent to which, any adjustment should be made to the composition of the Exchange Property, such dispute shall be Independently Determined.

  • The Trustee or the Exchange Agent, as the case may be, shall notify all Holders of such change as soon as practicable in the manner specified in Section 11.1. In the event of a dispute as to whether, and the extent to which, any adjustment should be made to the composition of the Exchange Property, such dispute shall be Independently Determined.

  • When the Board becomes aware of a Change in Control in relation to a Corporation which is a Person Entitled to a Share (whether as a result of a notice under clause 10 of this schedule or otherwise), the Board may give a Transfer Notice (in which the Fair Value must be the Independently Determined Fair Value) in respect of the Sale Shares to the Other Shareholders not more than 15 Business Days after the Board is informed of the Independently Determined Fair Value.

  • If the Fair Value that must be stated in the Transfer Notice relating to a Proposed Dealing or a Change in Control of a Corporation is the Independently Determined Fair Value, the Board must cause the Independently Determined Fair Value to be determined as soon as possible after it determines that a Transfer Notice is to be given.

  • The determination of the chosen Independent Firm as to the Net Working Capital as of the Closing Date (the "Independently Determined NWC") will be conclusive and binding upon Buyer and Sellers and will be used for the post-Closing payments required under subsection (c) below.

  • Any calculation or determination of the Issuer shall (in the absence of manifest error and subject to any dispute that is Independently Determined as provided under Section 8.16) be final and binding upon all parties.

  • If such conditions are not satisfied, the relevant cash amount shall instead be applied or deemed to be applied by the Issuer in acquiring such Euro-denominated government debt securities, having a rating of at least AA by Standard & Poor's Corporation or equivalent, as shall be Independently Determined to be reasonably beneficial to Bondholders which shall, upon such acquisition or deemed acquisition, be added to and form part of or deemed to be added to and to form part of the Exchange Property.

  • In the event of any such election, the Issuer will ensure that such redemption monies are paid to the relevant Holder as soon as reasonably practicable and in any event, not later than the fifth Business Day after the end of the Calculation Period or the date the Cash Settlement Amount is Independently Determined, as the case may be, and otherwise in accordance with this Indenture.

  • The person determining the Independently Determined Fair Value (the “Expert”) does so as an expert and not as an arbitrator and the determination of the Expert is final and binding on all persons.


More Definitions of Independently Determined

Independently Determined means determined in good faith by an independent investment bank of international repute, selected by the Issuer and approved in writing by the holders of a majority in aggregate principal amount of the Notes then outstanding, and acting as an expert and at the expense of the Issuer.
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Independently Determined means determined in good faith by an independent investment bank of international repute selected by the Parent Companies or Fortis Bank (as applicable) and approved in writing by the Trustee, acting as an expert (at the expense of the Parent Companies or Fortis Bank, as applicable). (d) Other Events. Should the Co-obligors believe in good faith that an event or circumstance that has occurred or shall occur that is different from those expressly contemplated under this heading, but that could or shall have similar effects as those discussed in subparagraphs (a), (b) or (c) above, the Co- obligors shall take such actions or decisions as they deem necessary or appropriate in order to ensure that, following the occurrence of such event or circumstance, the Holders of CASHES enjoy economic and other rights under the Indenture that, so far as practicable, are substantially similar to those enjoyed by them immediately prior to the occurrence of such event or circumstance. If, and only if, the Co-obligors believe in good faith that any such actions or decisions may be necessary or appropriate, then such actions or decisions shall be taken by the Co-obligors only in conjunction with two investment banks of international repute (unaffiliated with the Co-obligors) selected by the Co-obligors. (e) Certain Definitions. For the purposes hereof, “Merger/ Change in Control Event” means, in respect of the Fortis Shares, any (i) reclassification or change of the Fortis Shares that results in a transfer of or an irrevocable commitment to transfer all of the outstanding Fortis Shares, (ii) consolidation, amalgamation or merger of Fortis N.V. or Fortis SA/NV with or into another entity or of Fortis N.V. and Fortis SA/NV with or into each other (other than a consolidation, amalgamation or merger in which Fortis N.V. or Fortis SA/NV is the continuing entity and which does not result in any such reclassification or change of all of such outstanding Fortis Shares), (iii) other takeover offer for the Fortis Shares that results in a transfer of or an irrevocable commitment to transfer all of the Fortis Shares (other than the Fortis Shares owned or controlled by the offeror) or (iv) statutory split-up (juridische splitsing).For the purposes hereof, “Capital Distribution” means (i) any distribution of assets in specie or (ii) any cash dividend or distribution of any kind charged or provided for in the accounts of either of the Parent Companies in relation to any financial year (whene...
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Related to Independently Determined

  • determined means a determination made in the absolute discretion of the person making the determination.

  • Expert Determination has the meaning given to it in Clause 18.3(a) (Expert Determination).

  • Finally Determined means after all direct appeals to appellate courts of competent jurisdiction are exhausted. While "materially adverse" as used in clause (ii) above is not limited to the following instances, (x) any substantial breach of Executive's duties under paragraphs 2, 7, 8 or 9 of this Agreement, and (y) any willful or grossly negligent breach or breaches (whether or not related) of Executive's fiduciary duties to the Company which, individually or in the aggregate, result in the Company's suffering damages of $100,000 or more, will be deemed PRIMA FACIE "materially adverse" within the meaning of clause (ii).

  • Independent living means a planned program of services designed to assist a child age 16 and over

  • Independent Evaluator A person empowered, pursuant to Section 23.5 (Failure to Reach Agreement) and Section 23.10 (Dispute) of this Agreement, to resolve disputes due to failure of the Parties to agree on a Performance Standards Revision Document.

  • Independent Valuer means Massarsky Consulting, Inc., appointed by the Board to independently value the Company’s Catalogues within the Portfolio;

  • Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

  • Independent Financial Expert means a U.S. investment banking firm of national standing in the United States, (i) which does not, and whose directors, officers and employees or affiliates do not have a direct or indirect material financial interest for its proprietary account in the Company or any of its affiliates and (ii) which, in the judgment of the board of directors of the Company, is otherwise independent with respect to the Company and its affiliates and qualified to perform the task for which it is to be engaged.

  • Child custody determination means a judgment, decree, or other order of a court providing for the legal custody, physical custody, or visitation with respect to a child. The term includes a permanent, temporary, initial, and modification order. The term does not include an order relating to child support or other monetary obligation of an individual.

  • Independent adjuster means an insurance adjuster required to be licensed under

  • Final Determination means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.

  • Independent living program means a program designed to assist a juvenile to enhance skills and abilities necessary for successful adult living and may include but shall not be limited to minimal direct staff supervision and supportive services in making the arrangements necessary for an appropriate place of residence, completing an education, vocational training, obtaining employment or other similar services;

  • Independent Party means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

  • Self-Determination means a philosophy and process by which individuals with developmental disabilities are empowered to gain control over the selection of support services that meet their needs. The basic principles of self-determination are:

  • Administrative merits determination means certain notices or findings of labor law violations issued by an enforcement agency following an investigation. An administrative merits determination may be final or be subject to appeal or further review. To determine whether a particular notice or finding is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

  • Final Adverse Determination means an Adverse Determination involving a Covered Service that has been upheld by Blue Cross and Blue Shield or its designated utilization review organization, at the completion of Blue Cross and Blue Shield's internal grievance process procedures.

  • Reviewing Party any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

  • Final Determination Date means the following:

  • Independent Accounting Firm has the meaning set forth in Section 2.05(c).

  • Adverse determination shall have the meaning set forth in Section 19.7.

  • Independent Accountant has the meaning set forth in Section 2.04(c)(iii).

  • justifiable cause means: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

  • Independent Firm has the meaning set forth in Section 10.03 of this Agreement.

  • Independent study means a subject/program/activity that a person pursues autonomously that meets standards for approval criteria in the rules and includes a posttest.

  • Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

  • Benchmark Determination Date means (a) if the Benchmark is LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Accrual Period, (c) if the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Accrual Period and (d) if the Benchmark is any other rate, the date determined by the Trust according to Section 2.16 of the Indenture.