Suspension Day definition

Suspension Day. Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Suspension Day. Any Exchange Business Day on which Party A determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Suspension Day. Any Exchange Business Day on which Dealer determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Dealer shall notify Counterparty if it receives such advice from its counsel.

Examples of Suspension Day in a sentence

• Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below.

• Suspension Day: Any Exchange Business Day on which Party A determines, in its good faith, commercially reasonable judgment, based on the advice of counsel, that Cash Settlement or Net Share Settlement may violate applicable securities laws.

• Suspension Day: Any day on which BNYM determines, in its commercially reasonable discretion and based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by BNYM generally in connection with its business) for BNYM or its affiliates to refrain from engaging in transactions in the Shares.

• Approval is a final action as provided in Section 110.608.15, of this code.

• Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below.

More Definitions of Suspension Day

Suspension Day. Any day on which Dealer determines based on the advice of outside counsel of national standing that Cash Settlement or Net Stock Settlement may violate applicable securities laws or cause Dealer to not be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer. Dealer shall promptly notify Counterparty if it receives such advice from its counsel. Share Cap: Except as provided under “Private Placement and Registration Procedures” below, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Stock Settlement, any Private Placement Settlement or any Registration Settlement, a number of Shares in excess of (i) the applicable Initial Number of Shares minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer under the applicable Transaction prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment Extraordinary Events: New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. Consequences of Merger Events:

Suspension Day. Any day on which Party A determines based on the advice of counsel that Cash or Net Stock Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Suspension Day. Any day on which Dealer determines, based on the advice of outside counsel of national standing, that Cash Settlement or Net Stock Settlement may violate applicable securities laws or cause Dealer (or its affiliates) to not be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (or its affiliates) or that the safe harbor provided by Rule 10b-18 would be unavailable by virtue of the exclusions from the definition of “Rule 10b-18 purchase” under clauses (i) or (iv) thereof (the period of unavailability, a “Rule 10b-18 Unavailability Period”). Dealer shall promptly notify Counterparty if it receives such advice from its counsel. Share Cap: Except as provided under “Private Placement and Registration Procedures” below, in no event will Counterparty be required to deliver to Dealer (or its affiliate) on any Settlement Date, whether pursuant to Physical Settlement, Net Stock Settlement, any Private Placement Settlement or any Registration Settlement, a number of Shares in excess of (i) the Initial Number of Shares plus (ii) the number of Option Shares minus (iii) the aggregate number of Shares delivered by Counterparty to Dealer (or its affiliate) under the applicable Transaction prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment Extraordinary Events: New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. Consequences of Merger Events:

Suspension Day has the meaning specified in the Underwriting Agreement.

Suspension Day. Any day on which GSFM determines in its sole discretion, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GSFM generally in connection with its business) for GSFM or its affiliates to refrain from engaging in transactions in the Shares; provided that GSFM may exercise this right to suspend only in good faith in relation to events or circumstances that are unknown to it or any of its affiliates at the Trade Date of this Transaction and are not the result of deliberate actions of it or any of its affiliates with the intent to avoid its obligations under the terms of this Transaction. GSFM shall notify Counterparty if it makes such a determination in respect of any day or number of days; provided that such notice shall not specify, and GSFM shall not otherwise communicate to Counterparty, the reason for GSFM’s determination. Physical Settlement Date: Any Exchange Business Day following the Effective Date up to and including the Maturity Date, (A) as designated by Counterparty in a Settlement Notice electing Physical Settlement that satisfies the Settlement Notice Requirements and is delivered to GSFM at least three (3) Scheduled Trading Days prior to such Physical Settlement Date or (B) as provided by Section 8 of this Confirmation; provided that if no such notice is delivered, and the Base Amount is at such time greater than zero (0), the Maturity Date shall be the Physical Settlement Date; provided further that if the Physical Settlement Date so designated or the Maturity Date is a Suspension Day, the Physical Settlement Date shall be deferred until the first succeeding Clearance System Business Day that is an Exchange Business Day and is not a Suspension Day.

Suspension Day. Any Exchange Business Day on which Party A determines in its good faith judgment that Cash Settlement or Net Share Settlement may violate applicable securities laws or cause Party A to not be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures in place to meet such laws or requirements applicable to Party A. Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.

Suspension Day. Any Exchange Business Day on which Party A determines based on the advice of counsel that there is a reasonable likelihood that Cash Settlement may violate applicable securities laws. Party A shall promptly notify Party B if it receives such advice from its counsel.