Penalty Event definition

Penalty Event means each of a Dividend Default and a Delisting Event.
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Penalty Event means the occurrence prior to the IPO Closing Date of the first to occur of (i) a Change of Control, or (ii) a Private Financing.
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Examples of Penalty Event in a sentence

  • However, the right of the holders of the Series B Preferred Stock and the voting preferred stock to elect two additional directors will again vest if a subsequent Dividend Penalty Event or Delisting Event shall occur.

  • However, the right of the holders of the Series A Preferred Stock and the voting preferred stock to elect two additional directors will again vest if a subsequent Dividend Penalty Event or Delisting Event shall occur.

  • Such compliance may include use of other's resources, but theusing agency shall itself have sufficient capability to evaluate what others do for it.

  • For this purpose, the trust deed of the scheme should contain a provision limiting the liability of participants to their investments in the scheme.

  • The Compliance Director shall be an attorney licensed to practice in Ohio and shall act as legal counsel to the University Medical Center with regard to the Program.

  • Once the Dividend Penalty Event or Delisting Event, as the case may be, has been cured, then the right of the holders of the Series A Preferred Stock and the voting preferred stock to elect these two additional directors will cease, the terms of office of these two directors will forthwith terminate and the number of directors constituting the Board will be reduced accordingly.

  • Whenever a Dividend Penalty Event (as defined below) or Delisting Event (as defined below) has occurred, the Fixed Dividend Rate or Floating Dividend Rate, as applicable, shall be increased by 2.00% per annum (such resulting dividend rate, the “Penalty Rate”).

  • Leonard, M., 1990: Some observations on the use and appearance of two new synthetic resins for picture varnishes.

  • Following any Dividend Penalty Event that has been cured by the Company as provided above in subparagraph (i) of this paragraph (h), if the Company subsequently fails to pay cash dividends on the Series A Preferred Stock in full for any Dividend Period, such subsequent failure shall constitute a separate Dividend Penalty Event, and the foregoing provisions of subparagraphs (i) and (ii) of this paragraph (h) shall immediately apply until such subsequent Dividend Penalty Event is cured as so provided.

  • However, the right of the Series A Preferred Holders and the holders of the Voting Preferred Stock to elect two additional directors shall again vest if and whenever another Dividend Penalty Event or Delisting Event occurs.

Related to Penalty Event

  • Casualty Event means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

  • Foreign Casualty Event shall have the meaning assigned to such term in Section 2.05(b)(viii).

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • 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.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Cash Proceeds means proceeds that are money, checks, deposit accounts, or the like.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Noncash proceeds means proceeds other than cash proceeds.

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Asset Sale means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Partial Liquidation Proceeds Liquidation Proceeds received by a Servicer prior to the month in which the related Mortgage Loan became a Liquidated Loan.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Condemnation Event means any act of taking by a public or quasi-public authority through condemnation, reverse condemnation or eminent domain.

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by the Borrower or any of its Subsidiaries from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Equity Issuance.

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Debt Incurrence Prepayment Event means any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o) or, except to the extent accompanied by a corresponding reduction of the Revolving Credit Commitments Section 10.1(y)).

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.