Rule 415 Unavailability Event definition

Rule 415 Unavailability Event means the reasonable determination by the Company, based on the opinion of recognized securities law counsel or written direction by the Commission, following the filing of the Registration Statement within 75 days of the Closing Date to permit the resale of all of the Registrable Securities described in Section 2.01(a)(i), that it is ineligible to register for resale from time to time under Rule 415 (or any similar provision then in force) under the Securities Act all of the Registrable Securities on such Registration Statement at such time.
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Rule 415 Unavailability Event means the reasonable determination by the Company, based o n the opinion of recognized securities law counsel or written direction by the Commission, following the filing of the Registration Statement within 75 days of the Closing Date to permit the resale of all of the Registrable Securities described in Section 2.01(a)(i), that it is ineligible to register for resale from time to time under Rule 415 (or any similar provision then in force) under the Securities Act all of the Registrable Securities on such Registration Statement at such time.
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Examples of Rule 415 Unavailability Event in a sentence

  • In the event of a Rule 415 Unavailability Event, the Company shall file a Registration Statement or amended Registration Statement promptly following October 1, 2007 (but in no event more than 30 days thereafter) that registers for resale all of the Purchased Common Units.

  • The Company shall use its commercially reasonable efforts to cause any such Registration Statement to become effective no later than 120 days following the Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no later than 75 days following the Determination Date).

Related to Rule 415 Unavailability Event

  • Benchmark Unavailability Period means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.23 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.23.

  • Non-Viability Event means the earlier of:

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

  • Severe Disruption Event means any event specified as such in the Final Terms.

  • Effectiveness Target Date As defined in Section 5.

  • Registration Event means the occurrence of any of the following events:

  • Scheduled Unavailability Date has the meaning specified in Section 3.03(c).

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • SOFR Index Cessation Event means the occurrence of one or more of the following events:

  • Liquidity Event means a Change of Control or an IPO.

  • Availability Termination Date the earlier of (i) the date that is the seventh anniversary of the Closing Date and (ii) the date on which the Administrative Agent delivers to the Servicer a notice of termination as a result of a Termination Event in accordance herewith (or the date on which such termination becomes effective automatically pursuant to Section 7).

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • Eurodollar Disruption Event The occurrence of any of the following: (a) any Liquidity Bank shall have notified the Administrative Agent of a determination by such Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain Dollars in the London interbank market to fund any Advance, (b) any Liquidity Bank shall have notified the Administrative Agent of the inability, for any reason, of such Liquidity Bank or any of its assignees or participants to determine the Adjusted Eurodollar Rate, (c) any Liquidity Bank shall have notified the Administrative Agent of a determination by such Liquidity Bank or any of its assignees or participants that the rate at which deposits of Dollars are being offered to such Liquidity Bank or any of its assignees or participants in the London interbank market does not accurately reflect the cost to such Liquidity Bank, such assignee or such participant of making, funding or maintaining any Advance, (d) any Liquidity Bank shall have notified the Administrative Agent of the inability of such Liquidity Bank or any of its assignees or participants to obtain Dollars in the London interbank market to make, fund or maintain any Advance or (e) any Liquidity Bank shall have notified the Administrative Agent that the principal amount of Advances to be funded by it is less than $500,000.

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.

  • 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.

  • €STR Index Cessation Event means the occurrence of one or more of the following events:

  • Shelf Period has the meaning set forth in Section 2.02(b).

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Shelf Suspension Period See Section 3(a) hereof.

  • OBFR Index Cessation Event means the occurrence of one or more of the following events:

  • Shelf Effectiveness Period shall have the meaning set forth in Section 2(b) hereof.

  • Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).