Qualifying Amendment definition

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 SPSS Recommendation or a Change in the ShowCase Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of SPSS or ShowCase (as the case may be) for making such Change in the SPSS Recommendation or Change in the ShowCase Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. SPSS will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to SPSS stockholders, and ShowCase will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to ShowCase's shareholders, in each case after the Form S-4 is declared effective under the Securities Act. SPSS 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 ShowCase shall furnish all information concerning ShowCase and the holders of ShowCase 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 SPSS 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 SPSS or ShowCase, or any of their respective affiliates, officers or directors, should be discovered by SPSS or ShowCase 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 appropriate amendment or supplement describing such information shall be pro...

Qualifying Amendment has the meaning set forth in Section 6.1.

Examples of Qualifying Amendment in a sentence

• GRANT OF NO-ACTION RELIEF AND APPLICABLE CONDITIONS For purposes of the DCR no-action positions set forth below, the amendment of an Uncleared Legacy IRS or Uncleared Legacy Swaption that solely consists of (1) a Qualifying IRR Amendment; (2) a Qualifying Swaption Amendment; (3) a Qualifying CSA Amendment; or(4) any combination of the foregoing is referred to as a Qualifying Amendment.

• 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.

• 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.

• 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.

• Accordingly, until December 31, 2021, DCR will not recommend that the Commission take an enforcement action against any person for a failure to comply with the IRS Clearing Requirement under section 2(h)(1)(A) of the CEA and Commission regulations50.2 and 50.4(a) when such person makes a Qualifying Amendment to an Uncleared Legacy IRS or Uncleared Legacy Swaption, provided that such an amendment is made for the sole purpose of transitioning from an IRR to an alternative reference rate.

More Definitions of Qualifying Amendment

Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement or the Form S-4 (including by incorporation by reference) to the extent that it contains (a) a Change in Company Recommendation or a Change in Parent Recommendation (as the case may be), (b) a statement of the reasons of the Company Board or Parent Board (as the case may be) for making such Change in Company Recommendation or a Change in Parent Recommendation (as the case may be), and (c) additional information reasonably related to the foregoing.

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 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 Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Burlington Recommendation, (ii) a statement of the reasons of the Board of Directors of Burlington for making such Change in the Burlington Recommendation and (iii) additional information reasonably related to the foregoing.

Qualifying Amendment shall have the meaning given thereto in Section 6.01(b).

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 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.