Transformational Event definition

Transformational Event means any acquisition or investment by the Company or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company in good faith.
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Transformational Event means any acquisition or investment by the Lead Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Lead Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Lead Borrower acting in good faith.
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Transformational Event means any acquisition or investment by the Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of the greater of $335,000,000 and 100% of Consolidated Adjusted EBITDA.
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More Definitions of Transformational Event

Transformational Event means any acquisition or investment by any Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by such Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of (I) prior to the Performance Chemicals Sale Closing Date, the greater of $338,000,000 and 100% of Consolidated Adjusted EBITDA or (II) on and after the Performance Chemicals Sale Closing Date, the greater of $205,000,000 and 100% of Consolidated Adjusted EBITDA.
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Transformational Event means any acquisition or investment by any Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide such Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by such Borrower acting in good faith.
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Transformational Event means one or a series of related or unrelated events, acquisitions, dispositions, mergers or other transactions or occurrences, involving AFC and/or any of its affiliates, (i) that was unanticipated or the magnitude of the effects of which were unanticipated as of the Effective Date, (ii) that is identified by the Board, acting in its sole discretion, as having, or possibly having, a material effect, whether positive or adverse, on the consolidated financial performance of AFC and its affiliates, and (iii) that, in the sole discretion of the Board, will distort the effectiveness of the previously identified Performance Targets such that such targets should be revised to achieve the purposes AFC intended in initially designing this Plan. For example, if AFC and/or its affiliates, engages in one or a series of significant acquisitions (or dispositions) that, in the sole discretion of the Board, will or may cause the specified Performance Targets to be satisfied (or missed), regardless of the performance of AFC's business as constituted as of the Effective Date, the Board may, but is not required to, modify the Performance Targets.
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Transformational Event means any acquisition or Investment by either Borrower or any Subsidiary that is either (a) not permitted by this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrowers and their respective Subsidiaries with adequate flexibility under this Agreement for the continuation and/or reasonable expansion of their combined operations following such consummation, as determined by Holdings acting in good faith, and, in the case of clause (b) above, involves consideration in excess $100,000,000.
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Transformational Event means any acquisition or Investment by either Borrower or any Subsidiary that is either
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Transformational Event means any acquisition or investment by any Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by such Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of (I) prior to the Performance Chemicals Sale Closing Date, the greater of $338,000,000 and 100% of Consolidated Adjusted EBITDA or (II) on and after the Performance Chemicals Sale Closing Date, the greater of $205,000,000263,000,000 and 100% of Consolidated Adjusted EBITDA.
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Related to Transformational Event

  • Transformation means, any of the following with respect to a legal entity: a merger, transformation, (re-) registration, incorporation as a joint stock or limited liability company or partnership or other legal entity, bankruptcy, liquidation, insolvency, organization into a distinct form or other entity or any other event or process by which any of the following is altered with respect to that entity: its legal identity, form or nature, or the form or nature of its ownership or capital, or its seat, and where any such event or process or any part thereof took place at any time between 22 March 1989 and 13 June 2002.

  • Transformation time means the time difference between a change of concentration or flow (t0) at the reference point and a system response of 50 per cent of the final reading (t50).

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Operational Date means the date on which a union school district

  • Developed with mixed funding means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a government contract, and partially with costs charged directly to a government contract.

  • Material Events means any of the events listed in Section 3 of this Continuing Disclosure Undertaking.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Cannabis establishment means a cannabis cultivator, a cannabis manufacturer, a cannabis wholesaler, or a cannabis retailer.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Training Event means either a Course or Online Training, or both.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Interregional Transmission Project means transmission facilities that would be located within two or more neighboring transmission planning regions and are determined by each of those regions to be a more efficient or cost effective solution to regional transmission needs.

  • Transit-oriented development means infrastructure improvements that are located within 1/2 mile of a transit station or transit-oriented facility that promotes transit ridership or passenger rail use as determined by the board and approved by the municipality in which it is located.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’s obligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates,(c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or (d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • Benchmark Event means, with respect to an Original Reference Rate:

  • Implementation Date means the date, occurring after the Approval Date, on which the Merger is implemented by the Merging Parties;

  • Implementation Period means the period from the date of signing of the Agreement and up to the issuance of Final Acceptance Certificate for the project.

  • Material Event or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

  • Medical event means an improper administration of radiation or radioactive material to a patient or human research subject that requires reporting to the department.

  • Emergency Medical Event means an event wherein an Insured Person’s medical condition and situation are such that, in the opinion of the Company’s affiliate or authorized vendor and the Insured Person’s treating physician, the Insured Person requires urgent medical attention without which there would be a significant risk of death, or serious impairment and adequate medical treatment is not available at the Insured Person’s initial medical facility.

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