Notwithstanding anything to the contrary, Amgen shall have the right to terminate this Agreement for a Specified Diligence Failure by providing [*] written notice to Company, provided such Specific Diligence Failure is not cured during such notice period.
Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;
MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);
Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.
GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.
Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)
Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).
Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).
Supply Failure shall have the meaning ascribed to it in Section 2.8.
Listing Failure Event means that:
Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;
Consistent Failure means any of:
Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).
Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.
Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.
Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.
Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.
Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.
Public Information Failure Payments shall have the meaning ascribed to such term in Section 4.3(b).
Public Information Failure shall have the meaning ascribed to such term in Section 4.3(b).
Potential Failure to Pay means the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligations, in accordance with the terms of such Obligations at the time of such failure.
Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.
Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.
Reporting Failure has the meaning set forth in Section 2.4.
Delay Event means: (i) a tsunami, flood, cyclone, earthquake, bushfire or other act of nature; (ii) riot, civil commotion, war, invasion or a terrorist act; (iii) an imminent threat of an event in paragraphs (i) or (ii); or (iv) compliance with any lawful direction or order by a Government Agency;
Technical Failure means a failure of the court's hardware, software, and/or telecommunications facility which results in the impossibility of submitting a file electronically. Technical failure does not include malfunctioning of the equipment of the person submitting an e-file.
Disruption Event means either or both of: