Specified Exceptions definition

Specified Exceptions is defined in Section 14.9(f).
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Specified Exceptions means any (1) action or inaction that constitutes Fraud, (2) any breach or inaccuracy of any of Seller’s Fundamental Representations, or (3) the Retained Liabilities.
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Specified Exceptions has the meaning set forth in Section 5.1(a).
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Examples of Specified Exceptions in a sentence

  • Subject to the Specified Exceptions, if, at any given time, the total number of Restricted Voting Shares becomes equal to or in excess of the FPI Threshold, the minimum number of Restricted Voting Shares required to stay within the FPI Threshold shall be automatically converted, without further act or formality, on a pro-rata basis across all registered holders of Restricted Voting Shares (rounded up to the next nearest whole number of shares), on a one-for-one basis, into Limited Voting Shares.

  • Subject to the Specified Exceptions, each issued and outstanding Subordinate Voting Share shall be automatically converted into one Restricted Voting Share, without any further act on the part of the Company or of the holder, if such Subordinate Voting Share becomes held of record by a U.S. Person.

  • Subject to the Specified Exceptions, each issued and outstanding Limited Voting Share shall be automatically converted into one Subordinate Voting Share, without any further act on the part of the Company or of the holder, if at any given time, such Limited Voting Share becomes held of record by a Non-U.S. Person.

  • Subject to the Specified Exceptions, each issued and outstanding Restricted Voting Share shall be automatically converted into one Subordinate Voting Share, without any further act on the part of the Company or of the holder, if such Restricted Voting Share becomes held of record by a Non-U.S. Person.

  • Subject to the Specified Exceptions, the Limited Voting Shares may only be held of record by U.S. Persons.

  • Subject to the Specified Exceptions, the Restricted Voting Shares may only be held of record by U.S. Persons.

  • Subject to the Specified Exceptions, the Limited Voting Shares may only be held, beneficially owned or controlled, by U.S. Persons.

  • Subject to the Specified Exceptions, the Subordinate Voting Shares may only be held, beneficially owned or controlled, by Non-U.S. Persons.

  • Subject to the Specified Exceptions, each issued and outstanding Subordinate Voting Share shall be automatically converted into one Restricted Voting Share, without any further act on the part of the Company or of the holder, if such Subordinate Voting Share becomes held, beneficially owned or controlled, by a U.S. Person.

  • Subject to the Specified Exceptions, each issued and outstanding Limited Voting Share shall be automatically converted into one Subordinate Voting Share, without any further act on the part of the Company or of the holder, if at any given time, such Limited Voting Share becomes held, beneficially owned or controlled, by a Non-U.S. Person.


More Definitions of Specified Exceptions

Specified Exceptions means the exceptions to certain representations specified in the applicable schedule to the Officer’s Certificate delivered pursuant to Section 3.01(a)(xvii).
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Specified Exceptions means a Portfolio Site subject to clauses (i) or (ii) of the definition of Material Site Title Issue.
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Specified Exceptions. (a) any write-off of assets or establishment of liabilities and related adjustments for items identified in Section 1.1(a) of the Disclosure Schedule to the Stock Purchase Agreement, (b) adjustments in amounts materially consistent with the amounts reflected in the updated projections set forth in the Confidential Information Memorandum, (c) adjustments to reserves and reinsurance recoverables as set forth in independent consultants' reports made available to the Lenders in conjunction with the Confidential Information Memorandum, and (d) any adjustments related to discontinued operations of CGU.
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Specified Exceptions means (x) any references to materiality or to whether or not any breach results or may result in a Material Adverse Effect, as used in Section 3.11 (Personal Property), Section 3.16 (Financial Matters) (except for the last sentence of Section 3.16(a)), Section 3.19(b) (Absence of Certain Developments), Section 3.25 (Accuracy of Data Tape Information) and Section 3.26 (Information to be Supplied) and (y) the specified dollar amounts or materiality qualifications or exceptions that define the scope of the listing disclosures contemplated in connection with Section 3.7 (Contracts), Section 3.8 (Legal Proceedings), Section 3.9 (Intellectual Property) and Section 3.13 (Licenses; Compliance with Laws).
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Related to Specified Exceptions

  • Permitted Exceptions shall have the meaning set forth in Section 4.3.

  • Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.

  • Specified Exchange means the Australian Stock Exchange, the Johannesburg Stock Exchange, the London Stock Exchange Main Market, the Nasdaq Stock Market, the New York Stock Exchange, or the Hong Kong Stock Exchange;

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Equitable Exceptions means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).

  • Specified Exchange Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Specified Equipment means the railway vehicles which the Train Operator is entitled to use in the provision of Services on the Network, as specified in paragraph 4 of Schedule 5;

  • Permitted Title Exceptions means those exceptions to title to the Real Property that are satisfactory to the Acquiror as determined pursuant to Section 2.2.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Performance-Based Exception means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

  • Qualified Engineer means a Professional Engineer other than an "Experienced Engineer" as hereinafter defined; that is, it shall mean a person who is, or is qualified to become, a graduate member of the Institution of Engineers, Australia.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Additional Conditions means the terms and conditions set out in the Offer Document.

  • Existing Survey means the existing ALTA survey of the Property.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Qualified Exchange means any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock or of Indebtedness of the Company issued on or after the Issue Date with the Net Cash Proceeds received by the Company from the substantially concurrent sale of Qualified Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock or for Indebtedness of the Company issued on or after the Issue Date.

  • Modified EDFR means a reference rate equal to the EDFR plus the EDFR Spread;

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.

  • Specified Entity has the meaning specified in the Schedule.

  • Specified Event of Default means an Event of Default under Section 7.01(a), (b), (h) or (i).