Prior Event means any transaction, event, circumstances, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of this Agreement, the transactions referred to herein, the Credit Agreement and any Loan Document or oral or written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied.
Prior Event means any of the following events:
Prior Event means any transaction, event, circumstances, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to the execution of this Amendment No. 9 or occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of this Amendment No. 9, the Credit Agreement, the other Credit Documents, the transactions referred to herein and/or therein, or oral or written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied.
Examples of Prior Event in a sentence
The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status or in any way relating to a Prior Event within ten (10) calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.
Each Prior Event Disclosure and Subsequent Event Disclosure shall specify in reasonable detail the underlying facts that were discovered or the development or change of facts and the applicable representations and warranties to which such Prior Event Disclosure or Subsequent Event Disclosure, as applicable, relates.
No Prior Event has occurred that might, with or without notice or lapse of time, directly or indirectly give rise to or serve as a basis for any claim or right in favor of any Related Party against the Seller.
Trivest Fund agrees that it shall not (i) dispute the validity or enforceability of the Trivest Guaranty or any of its obligations thereunder, or (ii) assist or otherwise support any challenge to, or contest of, the validity or enforceability of the Trivest Guaranty with respect to any Prior Event (as defined below).
More Definitions of Prior Event
Prior Event has with respect to the Company, with such changes in the definition thereof as are appropriate to contemplate Parent in lieu of the Company.
Prior Event shall have the meaning specified in Section 8.12(c).
Prior Event means any of the following events: (i) any person (other than Parent or its subsidiaries) shall have commenced (as such term is defined in Rule 14d-2 under the Exchange Act) or shall have filed a registration statement under the Securities Act, with respect to, a tender offer or exchange offer to purchase any shares of Company Common Shares such that, upon consummation of such offer, such person would Beneficially Own or control 15% or more of the then outstanding Company Common Shares; or A-29 00 (xx) Xxxpany or any of its subsidiaries shall have entered into, authorized, recommended, proposed, or publicly announced an intention to enter into, authorize, recommend or propose an agreement, arrangement or understanding with any person (other than Parent or any of its subsidiaries) to, or any person (other than Parent or any of its subsidiaries) shall have publicly announced an intention to (A) effect any Company Competing Transaction, (B) purchase, lease or otherwise acquire 15% or more of the assets of Company or any of its subsidiaries or (C) purchase or otherwise acquire (including by way of merger, consolidation, tender or exchange offer or other similar transaction) Beneficial Ownership of securities representing 15% or more of the voting power of Company or any of its subsidiaries; or (iii) any person (other than Parent or its subsidiaries) shall have acquired Beneficial Ownership of a number of shares of Company Common Shares in addition to the number of shares of Company Common Shares Beneficially Owned by such person on the date hereof equal to 15% or more of the voting power of Company. 8.13
Prior Event shall have the meaning specified in Section 8.12(c). "Prospectus" shall have the meaning specified in Section 3.11. "Qualified Company Plan" shall have the meaning specified in Section 4.9(b). "Registration Statement" shall have the meaning specified in Section 3.11. "Securities Act" shall have the meaning specified in Section 3.10. "Separation Date" shall have the meaning specified in Section 6.2(d). "Stock Acquisition Date" shall have the meaning specified in Section 6.2(d). A-33 39 "Subcorp" shall have the meaning specified in the initial paragraph of this Agreement and Plan of Merger. "subsidiary" or "subsidiaries" means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person. "Surviving Corporation" shall have the meaning specified in Section 1.1. "Tax" or "Taxes" shall mean all federal, state, local and foreign taxes including interest and penalties thereon (including, without limitation, income, franchise, excise, sales, use, gross receipt, severance, real and personal property taxes). "Test Period" shall have the meaning specified in Section 7.1(h). A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.
Prior Event means any transaction, event, circumstances, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of the Credit Agreement, this Agreement, any other Loan Document or any of the transactions contemplated herein or therein or any oral or written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied. This Section 7 shall survive the termination of this Agreement and shall remain in full force and effect even if any of the conditions set forth in Section 5 above are not satisfied.
Prior Event means any transactions, event, circumstance, action, failure to act or occurrence of any sort or type, including without limitation any approval or acceptance given or denied, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to or at the execution of this Agreement, and occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of; (i) any terms of this Agreement, Loan Agreements, the Notes or any of the other Loan Documents; (ii) the transactions referred to herein; (iii) any oral or written agreement relating to any of the foregoing; or (iv) the negotiation of this Agreement and related agreements.
Prior Event means any claim, threatened claim or facts giving rise to a future claim that was present as of January 5, 2004 and shall include without limitation certification by Indemnitee of any financial statements that includes periods ending on or prior to December 31, 2003.