Ownership Event definition

Ownership Event means the occurrence of any of the following: (a) Borrower becomes an “affiliate” of the Issuer within the meaning ofRule 144, (b) Borrower becomes an “insider” of the Issuer within the meaning of Section 16 of the Exchange Act, or (c) Borrower’s Beneficial Ownership or Borrower Group’s “long” position in the Shares (including through stock ownership, or synthetically through swaps, forwards, options, other derivative positions, other call equivalent positions (as defined in Rule 16a-1 under the Exchange Act), whether cash or physically settled or otherwise, whether or not these positions convey “beneficial ownership” within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act, and calculated without netting against any short positions) exceeds 9.9% of the total Shares outstanding. For this purpose, “Borrower’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Borrower, together with any of its affiliates or other person subject to aggregation with Borrower under Section 13 for purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Borrower or any such affiliate or other person is or may be deemed to be a part (Borrower and any such affiliates, persons and groups, collectively, “Borrower Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under, if applicable, Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number).
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Ownership Event shall occur if (i) the Permitted Holder, or a Family Member, or a trustee of any trust or any (charitable or family) foundation of which the Permitted Holder or a Family Member are beneficiaries, grantors, settlors or founders (as the case may be), whether such holding is directly or indirectly through an Affiliate of the Permitted Holder or a Family Member, ceases to hold at least 20 per cent. of the Voting Rights of the Issuer and (ii) the Permitted Holder ceases to hold the office of Chief Executive Officer (amministratore delegato) of the Issuer;
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Ownership Event means the occurrence of any of the following: (a) Borrower becomes an “affiliate” of the Issuer within the meaning of Rule 144, (b) Borrower becomes an “insider” of the Issuer within the meaning of Section 16 of the Exchange Act, or (c) Borrower’s Beneficial Ownership or Borrower Group’s “long” position in the Shares (including through stock ownership, or synthetically through swaps, forwards, options, other derivative positions, other call equivalent positions (as defined in Rule 16a-1 under the Exchange Act), whether cash or physically settled or otherwise, whether or not these positions convey “beneficial ownership” within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act, and calculated without netting against any short positions) exceeds 9.9% of the total Shares outstanding. For this purpose, “Borrower’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Borrower, together with any of its affiliates or other person subject to aggregation with Borrower under Section 13 for purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Borrower or any such affiliate or other person is or may be deemed to be a part (Borrower and any such affiliates, persons and groups, collectively, “Borrower Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under, if applicable, Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number).
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Examples of Ownership Event in a sentence

  • If a Change of Ownership Put is specified in the relevant Final Terms, and a Change of Ownership Event occurs, upon the holder of any Note giving to the Issuer in accordance with Condition 19 (Notices) not less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of such notice, redeem such Note on the Change of Ownership Put Date at an amount equal to 100 per cent.

  • Ownership Event ChangesIn the NPRM, the Commission asked whether it should clarify that the clearing requirement applies to all new swaps and changes in the ownership of a swap, including assignment, novation, exchange, transfer, or conveyance.

  • TATA shall use its best endeavors (and AIG MEA shall cooperate with such efforts) to obtain from the IRDAI and any other necessary Governmental Agencies written confirmation reasonably acceptable to AIG MEA that such transaction or arrangement will not result in a Foreign Ownership Event (as defined below).

  • If a Change of Ownership Put is specified in the relevant Final Terms, and a Change of Ownership Event occurs, upon the holder of any Note giving to the Issuer in accordance with Condition 19 (Notices) not less than 15 nor more than 30 days’ notice the Issuer will, upon the expiry of such notice, redeem such Note on the Change of Ownership Put Date at an amount equal to 100 per cent.

  • Each Shareholder (other than AIG MEA) undertakes to ensure that for so long as AIG MEA continues to hold the maximum percentage of Shares permitted under Indian Law, each Shareholder (other than AIG MEA) shall undertake to ensure it will not Transfer any Shares to a Foreign Person which may result in the occurrence of a Foreign Ownership Event.

  • Averaging: The following constitute Additional Disruption Event(s) in respect of Index Linked Securities: Foreign Ownership Event: Increased Cost of Stock Borrow: Loss of Stock Borrow: Index Adjustment Event: The time at which the official closing level of the Index is calculated and published by the Index Sponsor.

  • Increased Cost of Stock Borrow: Not Applicable as per General Condition 42.1( Definitions) (j) Loss of Stock Borrow: Not Applicable as per General Condition 42.1(Definitions) (k) Foreign Ownership Event: Not Applicable as per General Condition 42.1(Definitions) (l) Fund Disruption Event: Not Applicable as per General Condition 42.1(Definitions) 24.

  • Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of the Transaction for the purpose, in whole or in part, of causing the occurrence of an Termination Settlement Date.

  • If the designated transcripts have not been filed by the date required for service of the record, the clerk of the lower tribunal shallmust file with the court, and serve on all parties and any court reporter whose transcript has not been filed, a notice of inability to completethe record, listing the transcripts not yet received.

  • The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Condition 7(b) (Redemption for taxation reasons), Condition 7(c) (Redemption at the option of the Issuer) and 7(d) (Redemption at the option of the Noteholders upon an Ownership Event).

Related to Ownership Event

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

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

  • Knock-out Event means the event as defined in §4(4).

  • 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.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Equity Event is the receipt by Borrower, on or after March 6, 2018 and on or prior to June 30, 2018, of unrestricted net cash proceeds of not less than Thirty Million Dollars ($30,000,000.00) from (i) the issuance and sale by Borrower of its unsecured subordinated convertible debt and/or equity securities and/or (ii) “up front” or milestone payments in connection with a joint venture, collaboration or other partnering transaction.

  • Material Event has the meaning set forth in Section 3(i) hereof.

  • Terminating Event means any of the following events:

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Change Event means any merger, de-merger, amalgamation, consolidation, reorganization, joint operation or service arrangement, corporate restructuring or any other business arrangement involving the DTH Operator or any change of control or change in the management or acquisition of majority stake or controlling stake of the DTH Operator or acquisition by the DTH Operator of a majority stake or a controlling stake in any other entity or selling the whole or a substantial portion of the DTH Operator’s assets and/ or purchasing the whole or a substantial portion of the assets of another entity.

  • Significant Event means any Amortization Event or Event of Default.

  • Put Event means the occurrence of any of the following:

  • Common ownership means the same or substantially similar persons or entities that maintain a

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Excess Ownership Position means any of the following: (i) the Equity Percentage exceeds 9.0%, (ii) Dealer or any “affiliate” or “associate” of Dealer would own in excess of 14.0% of the outstanding Shares for purposes of Section 203 of the Delaware General Corporation Law or (iii) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or of any “group” (within the meaning of Section 13) of which Dealer is or may be deemed to be a part (Dealer and any such affiliates, persons and groups, collectively, “Dealer Group”), beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day and (B) the denominator of which is the number of Shares outstanding on such day (including, solely for such purpose, Shares that would be deemed outstanding pursuant to the last sentence of Rule 13d-3(d)(1)(i) if such sentence were applicable to the calculation of clause (B) of the definition of Equity Percentage).

  • Constructive Ownership means ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

  • Delisting Event means any time during the term of this Investment Agreement, that the Company's Common Stock is not listed for and actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange, or the New York Stock Exchange or is suspended or delisted with respect to the trading of the shares of Common Stock on such market or exchange.

  • Ownership Threshold has the meaning specified in Section 2.1(a).

  • Exchange Event means with respect to any Global Registered Receipt:

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Dissolution Event has the meaning set forth in Section 6.1.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.