Financing Event means the earlier of (i) a public offering by the Company of its Common Stock with aggregate gross proceeds of at least $5 million; or (ii) the listing of the Company’s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act.
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).
Event Date shall have the meaning set forth in Section 2(d).
Pricing Date means, for any Fiscal Quarter of Holdings ending on or after December 31, 2020, the date on which the Administrative Agent is in receipt of the most recent Compliance Certificate for the Fiscal Quarter then ended, pursuant to Section 6.2(a). The Applicable Margin shall be established based on the Consolidated Senior Leverage Ratio for the most recently completed Fiscal Quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Loan Parties have not delivered the Compliance Certificate by the date such Compliance Certificate is required to be delivered under Section 6.2(a) until such Compliance Certificate is delivered, the Applicable Margin shall be at Level I. If the Loan Parties subsequently deliver such Compliance Certificate before the next Pricing Date, the Applicable Margin shall be determined on the date of delivery of such Compliance Certificate and remain in effect until the next Pricing Date. In all other circumstances, the Applicable Margin shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter covered by such Compliance Certificate until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Loan Parties and the Lenders if reasonably determined. If, prior to the Discharge of Obligations, Borrower or Administrative Agent determines in good faith that the calculation of the Consolidated Senior Leverage Ratio on which the applicable interest rate for any particular period was determined is inaccurate, and as a consequence thereof, the Applicable Margin was lower than it should have been, (i) Holdings and Borrower shall promptly deliver to Administrative Agent a correct Compliance Certificate for such period, (ii) Administrative Agent shall notify Holdings and Borrower of the amount of interest and fees that would have been due in respect of any outstanding Obligation during such period had the applicable rate been calculated based on the correct Consolidated Senior Leverage Ratio and (iii) Holdings and Borrower shall promptly pay to Administrative Agent for the benefit of the applicable Lenders and other Persons the difference between the amount that should have been due and the amount actually paid in respect of such period; provided that, (x) Holdings and Borrower shall not be responsible for any such amounts after the Discharge of Obligations and (y) nonpayment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default. For the avoidance of doubt, the calculation of the Consolidated Senior Leverage Ratio for the purpose of determining the Applicable Margin shall include netting of Qualified Cash in accordance with the definition of Consolidated Senior Leverage Ratio.
Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).
Early Amortization Event means the occurrence of any of the following:
Expected Final Payment Date means the March 2023 Distribution Date.
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.
Liquidity Event means a Change of Control or an IPO.
Special Event means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.
Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.