Qualifying Amendment means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the Company Recommendation, (ii) a statement of the reasons of the Board of Directors of the Company for making such Change in the Company Recommendation and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Parent Recommendation or a Change in the Company Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of Parent or the Company (as the case may be) for making such Change in the Parent Recommendation or Change in the Company Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. Parent will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Parent stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case, as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appro...
Qualifying Amendment has the meaning set forth in Section 6.1.
Examples of Qualifying Amendment in a sentence
For example, a foreign central bank entering into a Qualifying Amendment for swaps with its swap dealer counterparty is unlikely to require the relief offered in this letter because the Commission has recognized that the swaps entered into by central banks are not be subject to the Clearing Requirement in keeping with considerations of comity and the traditions of the international system.
Accordingly, DSIO will not recommend that the Commission take an enforcement action against an SD for a failure to comply with the CFTC Margin Rule solely to the extent such compliance would be required as a consequence of a Qualifying Amendment to a CFTC Margin Rule Legacy Swap.
A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoing.
DCR expects that the Covered IRS documentation and any related commercial agreement documentation will be amended as soon as commercially practicable after the Qualifying Amendment is made so that the documentation again reflects that the Covered IRS qualifies as a swap used to hedge or mitigate the commercial risk of an Eligible End-User pursuant to Commission regulation 50.50(c), 50.51(b)(2), or applicable condition in a prior DCR staff letter.
The Company, in connection with a Company Change of Recommendation pursuant to Section 5.5, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations.
More Definitions of Qualifying Amendment
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or S-4 (including by incorporation by reference) to the extent it contains (a) a Change in the Company Recommendation, (b) a statement of the reasons of Company Board for making such Change in the Company Recommendation, and (c) additional information reasonably related to the foregoing; and
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Xxxxxxxx Recommendation or a Change in the Tosco Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of Xxxxxxxx or Xxxxx (as the case may be) for making such Change in the Xxxxxxxx Recommendation or Change in the Tosco Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent it contains (a) an Adverse Recommendation Change, (b) a statement of the reason of the Board of Directors of the Company for making such Adverse Recommendation Change, (c) a factually accurate statement by the Company that describes the Company’s receipt of a Company Takeover Proposal or Superior Proposal, the terms of such proposal and the operation of this Agreement with respect thereto, and (d) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Circular (including by incorporation by reference) to the extent it contains (i) a Change in Molson Recommendation or a Change in Coors Recommendation (as the case may be), (ii) a statement of the reasons of the board of directors of Molson or Coors (as the case may be) for making such Change in Molson Recommendation or Change in Coors Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus relating to Synacor, the Joint Proxy Statement/Prospectus relating to Qumu or the Registration Statement (including by incorporation by reference) to the extent it contains (i) a Synacor Board Recommendation Change or a Qumu Board Recommendation Change (as the case may be); (ii) a statement of the reasons of the board of directors of Synacor or Qumu (as the case may be) for making such Synacor Board Recommendation Change or Qumu Board Recommendation Change (as the case may be); and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Proxy Statement/Prospectus (including by incorporation by reference) to the extent that it contains (i) a Change in the NYBOT Recommendation, (ii) a statement of the reasons of the Board of Directors of NYBOT for making such Change in the NYBOT Recommendation and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means, with respect to any Loan Asset, any amendment, amendment and restatement, refinancing, extension, supplement or other modification of the applicable Loan Agreement or related loan documents that (a) reduces the interest rate or the amount of any prepayment premium or fees payable thereunder to a rate or amount no less than 85% of the rate or amount therefor in effect on the Cut-Off Date for such Loan Asset (including by increasing the “applicable margin” or similar component of the interest rate or by modifying the method of computing interest, but excluding decreases resulting from decreases in an underlying reference rate not caused by a modification of the applicable Loan Agreement or related loan documents) or (b) extends the scheduled date for payment of principal, interest, fees or other amounts payable under such Loan Agreement or related loan documents (other than an extension of the final maturity date thereunder by no more than six months (so long as such extended maturity date does not extend beyond the Scheduled Maturity Date), in each case so long as such amendment, amendment and restatement, refinancing, extension, supplement or other modification (i) in the good faith judgment of the Borrower, was not precipitated by, or has not resulted in, a credit deterioration of any applicable Obligor or such Loan Asset and (ii) does not result in such Loan Asset ceasing to be an Eligible Loan Asset, including such Loan Asset not satisfying the Collateral Quality Guidelines, after giving effect to such amendment, amendment and restatement, refinancing, extension, supplement or other modification, as if the Cut-Off Date for such Loan Asset is the date such amendment, amendment and restatement, refinancing, extension, supplement or other modification is effective and regardless of whether such amendment, amendment and restatement, refinancing, extension, supplement or other modification occurs after the end of the Availability Period.