Section 23A definition

Section 23A means Section 23A of the Federal Reserve Act, 12 USC 371c, and any related regulations, interpretations, rulings and opinions of the FRS Board.
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Section 23A means Section 23A of the Federal Reserve Act, 12 USC 371c, and any related regulations, interpretations, rulings and opinions of the FRS Board. “Securities Act” means the United States Securities Act of 1933, as amended.
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Section 23A has the meaning set forth in Section 5.01(j) of this Agreement.
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Examples of Section 23A in a sentence

  • Notwithstanding the foregoing, the indemnification provided for in this Section 7 and the contribution provided for in Section 8 shall not apply to the Bank to the extent that such indemnification or contribution, as the case may be, by the Bank is found by any Regulatory Agency, or in a final judgment by a court of competent jurisdiction, to constitute a covered transaction under Section 23A of the Federal Reserve Act.

  • It should be noted that the determination of a company’s residence for tax purposes can be complex in certain cases and potential investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act.

  • Notwithstanding the foregoing, the indemnification provided for in this Section 7 and the contribution provided for in Section 8 shall not apply to the Bank to the extent that such indemnification or contribution, as the case may be, by the Bank is found by any Regulatory Agency, or in a final judgment by a court of competent jurisdiction, to constitute a transaction that is subject to the provisions of Section 23A or Section 23B of the Federal Reserve Act.

  • To the extent required by law, the indemnification provided for in this paragraph (a) shall be subject to and limited by Section 23A of the Federal Reserve Act, as amended.

  • To the extent required by law, this Section 8 is subject to and limited by the provisions of Section 23A.

  • It should be noted that the determination of a company’s residence for tax purposes can be complex in certain cases and prospective investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act.

  • Residence – Company It should be noted that the determination of a company’s residence for tax purposes can be complex in certain cases and declarants are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act.

  • To the extent required by law, this Section 9 is subject to and limited by the provisions of Section 23A.

  • Notwithstanding the foregoing, the indemnification provided for in this paragraph (a) shall not apply to the Bank to the extent that such indemnification by the Bank would constitute a covered transaction under Section 23A of the Federal Reserve Act.

  • Notwithstanding the prior sentence, Sections 12 and 13 hereof are subject to and limited by all applicable securities and banking laws and regulations including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.

Related to Section 23A

  • Section 4(2) shall have the meaning set forth in the recitals of this Agreement.

  • Section 3 means Section 3 of the Housing and Urban Development Act of 1968.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Section 2 Nonresident BIDDER" means a BIDDERS whose principal place of business is not in this state, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in this state.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Section 1 Registered" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.5(a)(i) "Releases" Section 5.13 "SEC" Section 2.5(a)(i) "SEC Documents" Section 5.8 "SEC Filings" Section 1 "Securities Act" Section 1 "Selling Period" Section 1 "Selling Period Obligation" Section 1 "Settlement" Section 1 "Settlement Date" Section 1 "Significant Subsidiaries" Section 5.20 "Subsidiaries Section 5.3 "Suit" Section 5.18(c) "Tax Return" Section 1 "Taxes" Section 1 "Trading Day" Section 1 "Transfer Agent" Section 1 "Underwriter" Preamble "Underwriter's Clearing Broker" Section 1 "Underwriting Price" Section 1 "Underwriter Sales Notice" Section 2.3(b) "Violations" Section 9.1(a) "VWAP" Section 1 "WARN" Section 5.11 PROVISIONAL PATENT APPLICATION HAS BEEN FILED COMMON STOCK UNDERWRITING AGREEMENT COMMON STOCK UNDERWRITING AGREEMENT dated as of November 1, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Subsection means subsection of the section in which the term is used;

  • Section 102 means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Section 504 means section 504 of the Act.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Breakup Fee has the meaning set forth in Section 7.4.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • Section 8 means Section 8(c)(2)(A) of the United States Housing Act of 1937, as amended.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acceptance Notice has the meaning set forth in Section 9.2(d)(iii).

  • Preamble Asset Sale Offer"............................................................ 4.06 "Bankruptcy Law".............................................................. 6.01 "Change of Control Offer"..................................................... 4.08 "covenant defeasance option".................................................. 8.01(b) "Custodian"................................................................... 6.01 "Definitive Securities"....................................................... Appendix A "Event of Default"............................................................ 6.01 "Excess Proceeds"............................................................. 4.06 "Exchange Securities"......................................................... Preamble "Global Securities"........................................................... Appendix A "Guaranteed Obligations"...................................................... 10.01 "incorporated provision"...................................................... 11.01 "Initial Securities".......................................................... Preamble "legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.