Ownership Event definition

Ownership Event means the occurrence of any of the following: (a) Borrower becomes an “affiliate” of the Issuer within the meaning ofRule 144, (b) Borrower becomes an “insider” of the Issuer within the meaning of Section 16 of the Exchange Act, or (c) Borrower’s Beneficial Ownership or Borrower Group’s “long” position in the Shares (including through stock ownership, or synthetically through swaps, forwards, options, other derivative positions, other call equivalent positions (as defined in Rule 16a-1 under the Exchange Act), whether cash or physically settled or otherwise, whether or not these positions convey “beneficial ownership” within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act, and calculated without netting against any short positions) exceeds 9.9% of the total Shares outstanding. For this purpose, “Borrower’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Borrower, together with any of its affiliates or other person subject to aggregation with Borrower under Section 13 for purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Borrower or any such affiliate or other person is or may be deemed to be a part (Borrower and any such affiliates, persons and groups, collectively, “Borrower Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under, if applicable, Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number).
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Ownership Event shall occur if (i) the Permitted Holder, or a Family Member, or a trustee of any trust or any (charitable or family) foundation of which the Permitted Holder or a Family Member are beneficiaries, grantors, settlors or founders (as the case may be), whether such holding is directly or indirectly through an Affiliate of the Permitted Holder or a Family Member, ceases to hold at least 20 per cent. of the Voting Rights of the Issuer and (ii) the Permitted Holder ceases to hold the office of Chief Executive Officer (amministratore delegato) of the Issuer;
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Ownership Event means the occurrence of any of the following: (a) Borrower becomes an “affiliate” of the Issuer within the meaning of Rule 144, (b) Borrower becomes an “insider” of the Issuer within the meaning of Section 16 of the Exchange Act, or (c) Borrower’s Beneficial Ownership or Borrower Group’s “long” position in the Shares (including through stock ownership, or synthetically through swaps, forwards, options, other derivative positions, other call equivalent positions (as defined in Rule 16a-1 under the Exchange Act), whether cash or physically settled or otherwise, whether or not these positions convey “beneficial ownership” within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act, and calculated without netting against any short positions) exceeds 9.9% of the total Shares outstanding. For this purpose, “Borrower’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Borrower, together with any of its affiliates or other person subject to aggregation with Borrower under Section 13 for purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Borrower or any such affiliate or other person is or may be deemed to be a part (Borrower and any such affiliates, persons and groups, collectively, “Borrower Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under, if applicable, Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number).
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Examples of Ownership Event in a sentence

  • This is done in such a way that columns of both alignments appear intact in the combined alignment; sequences in the target are not permitted to align individually to the profile HMM.

  • If a Change of Ownership Event or a Change of Management Event shall occur.

  • Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of this Transaction for the purpose, in whole or in part, of causing the occurrence of an Termination Settlement Date.

  • This is also an important point for English teachers to revise their syllabus, materials, assignments, and teaching styles.

  • In connection with the organization of Gencx XX xx the Genco Public Ownership Event, REI and Genco will enter into agreements regarding such mutual releases and indemnities similar in effect to those set forth in Article III as REI shall specify.

  • Genco Public Ownership Event" has the meaning assigned to that term in the Genco Option Agreement.

  • Subject only to the satisfaction of such conditions, Regco will cause a Genco Public Ownership Event to occur on or prior to June 30, 2002.

  • Notwithstanding the foregoing, the Board reserves the discretion to revise, without the consent of any Participant, the meaning of the terms "Change in Control" and "Ownership Event" should the requirements of Section 409A of the Code or any regulations or other guidance issued by the Internal Revenue Service require, or make such changes, necessary or desirable to preserve the desired tax impacts to the Participant and the Company underlying this Award.

  • If the Charter provides for more or less than one vote for any share, on any matter, every reference in the Charter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares; provided, however, that this Section C of this Article NINTH shall not apply to the definitions of ACOF Ownership Event, Aggregate Ownership Interest, Board Trigger Date, Class B/C Director Number, and Initial Trigger Event.

  • If at any time a Minimum Ownership Event occurs, the right of Investor pursuant to this Section 1(f)(i) to name an Investor Replacement Director to fill the vacancy caused by the resignation or removal of the Investor Affiliated Director shall automatically terminate.

Related to Ownership Event

  • 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).

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

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

  • Knock Out Event means the event as defined in §4(4).

  • 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.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Material Event or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

  • Terminating Event means any of the following events:

  • Delay Event means: (i) a tsunami, flood, cyclone, earthquake, bushfire or other act of nature; (ii) riot, civil commotion, war, invasion or a terrorist act; (iii) an imminent threat of an event in paragraphs (i) or (ii); or (iv) compliance with any lawful direction or order by a Government Agency;

  • Change Event means any merger, de-merger, amalgamation, consolidation, reorganization, joint operation or service arrangement, corporate restructuring or any other business arrangement involving the DTH Operator or any change of control or change in the management or acquisition of majority stake or controlling stake of the DTH Operator or acquisition by the DTH Operator of a majority stake or a controlling stake in any other entity or selling the whole or a substantial portion of the DTH Operator’s assets and/ or purchasing the whole or a substantial portion of the assets of another entity.

  • Significant Event means any Amortization Event or Event of Default.

  • Put Event means the occurrence of:

  • Common ownership means that more than 50% of the voting control of each member of a combined group is directly or indirectly owned by a common owner or owners, either corporate or non-corporate, whether or not the owner or owners are members of the combined group. Whether voting control is indirectly owned shall be determined in accordance with section 318 of the federal Internal Revenue Code, 26 U.S.C. s.318.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Excess Ownership Position means any of the following: (i) the Equity Percentage exceeds 9.0%, (ii) Dealer or any “affiliate” or “associate” of Dealer would own in excess of 14.0% of the outstanding Shares for purposes of Section 203 of the Delaware General Corporation Law or (iii) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or of any “group” (within the meaning of Section 13) of which Dealer is or may be deemed to be a part (Dealer and any such affiliates, persons and groups, collectively, “Dealer Group”), beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day and (B) the denominator of which is the number of Shares outstanding on such day (including, solely for such purpose, Shares that would be deemed outstanding pursuant to the last sentence of Rule 13d-3(d)(1)(i) if such sentence were applicable to the calculation of clause (B) of the definition of Equity Percentage).

  • Constructive Ownership means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

  • Delisting Event means any time during the term of this Investment Agreement, that the Company's Common Stock is not listed for and actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange, or the New York Stock Exchange or is suspended or delisted with respect to the trading of the shares of Common Stock on such market or exchange.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Exchange Event means with respect to any Global Registered Receipt:

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • 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.