Applicable Look-Back Period definition

Applicable Look-Back Period means, as of any date of determination, (i) if such date is prior to the first anniversary of the Closing Date, the period from such date extending back to the Closing Date and (ii) if such date is on or after the first anniversary of the Closing Date, the immediately preceding twelve-month period.
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Applicable Look-Back Period means, with respect to any determination date (which shall not be on any date or at any time before the first trading day after expiration of the 90-Day Effectiveness Period), the thirty (30) trading days immediately preceding (not inclusive of) such determination date; (ii) "90-DAY EFFECTIVENESS PERIOD" means the period of ninety (90) days after the date on which the registration statement covering the resale of shares sold in the Equity Financing (pursuant to the terms of the Subscription Agreement) shall have been declared effective by the SEC; (iii) "CONVERTIBLE DEBT SECURITIES" means notes or debentures issued by the Company that include terms entitling the holder of such notes or debentures to convert amounts owed under them into common stock or preferred stock of the Company; (iv) "NON-CONVERTIBLE DEBT TRANSACTION" means any financing transaction in which the Company issues debt securities (including, without limitation, notes or debentures) other than Convertible Debt Securities, whether or not warrants, options or other similar derivative securities are also issued in such financing transaction (and whether or not the holders of such warrants, options or other derivative securities are entitled to registration rights); and (vi) "SUBSEQUENT EQUITY FINANCING TRANSACTION" means the closing of any financing transaction that is completed after the Closing and yields gross proceeds to the Company of at least Three Million Dollars ($3,000,000) from the sale of the Company's common stock, preferred stock or Convertible Debt Securities (for the avoidance of doubt and without limiting the generality of the foregoing, Subsequent Equity Financing Transaction shall not include the Equity Financing, any other transactions relating to or consummated in connection with the Merger or any Non-Convertible Debt Transaction). If lock-up agreements to be executed under SECTION 7.3.11 hereof by holders of Ironclad Series A Preferred Stock or Series B Preferred Stock (the "PREFERRED HOLDERS' LOCK-UP AGREEMENTS") provide for restrictions on the sale and transfer of shares of EUTA Common Stock (that these holders will receive upon consummation of the Merger, in exchange for shares of Ironclad Series A Preferred Stock or Series B Preferred Stock) on terms that are less restrictive than the terms contemplated under this SECTION 7.3.12 with respect to the shares held by holders of EUTA Common Stock, holders of EUTA Common Stock subject to the Lock-Up Agreements to be executed...
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Related to Applicable Look-Back Period

  • Look-back Period means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

  • Free look period means the period of time during which a borrower may cancel a guaranteed asset protection waiver without penalty, fees, or costs to the borrower. A free look period must begin on the effective date of the guaranteed asset protection waiver, and the term of a free look period must be at least 30 days.

  • Payback Period means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties.

  • Off-Peak Period means the period during which the demand on an electric utility system is not at or near its maximum. For the purpose of this section, the off-peak period includes all hours that are not in the peak period.

  • Look-Back Year means the twelve (12) month period preceding the Determination Year.

  • Lookback Period means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.

  • Clawback Period means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

  • Peak Period means the time between 6 a.m. and 10 p.m. (April through September) or between 7 a.m. and 11 p.m. (October through March) on all days except Saturdays and Sundays, which daily time period will be subject to change from time to time at the Company's option. This change would occur after no less than ten (10) days notice has been given to all Customers who would be affected, and to the Commission.

  • Holdback Period has the meaning set forth in Section 3(a).

  • Extended Reporting Period means a designated period of time after a claims-made policy has expired during which a claim may be made and coverage triggered as if the claim has been made during the policy period.

  • Scheduled Black-Out Period means the period from and including the last day of a fiscal quarter of the Company to and including the business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

  • Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.

  • Mid-Month Receipt Period With respect to each Distribution Date, the one month period beginning on the Determination Date (or, in the case of the first Distribution Date, from and including the Cut-Off-Date) occurring in the calendar month preceding the month in which such Distribution Date occurs and ending on the day preceding the Determination Date immediately preceding such Distribution Date.

  • Black-Out Period means any “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeeming Member is subject (or will be subject at such time as it owns Class A Common Stock), which period restricts the ability of such Redeeming Member to immediately resell shares of Class A Common Stock to be delivered to such Redeeming Member in connection with a Share Settlement.

  • Prior Month Receipt Period With respect to each Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.

  • Initial Term Loan shall have the meaning provided in Section 2.1(a).

  • Initial Required Registration Amount means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415.

  • Initial Valuation Date means the Issue Date, provided that if such day is not an Exchange Business Day for a Share then the Initial Valuation Date for that Share will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event. See “DESCRIPTION OF THE NOTES – Market Disruption Event” below for further detail.

  • Grace Period Business Day means a day on which commercial banks and foreign exchange markets are generally open to settle payments in the place or places and on the days specified for that purpose in the relevant Obligation and if a place or places are not so specified, in the jurisdiction of the Obligation Currency.

  • Subsequent Reset Period means the period from (and including) the Second Reset Date to (but excluding) the next Subsequent Reset Date, and each successive period from (and including) a Subsequent Reset Date to (but excluding) the next succeeding Subsequent Reset Date; and

  • Subsequent Rate Period means, with respect to any Series of RVMTP Shares, the period consisting of seven calendar days, but adjusted in each case to reflect any changes when the regular calendar day that is a Rate Determination Date is not a Business Day, from, and including, the first calendar day following the Initial Rate Period of such Series to, and including, the next Rate Determination Date for such Series and any period thereafter from, and including, the first calendar day following a Rate Determination Date for shares of such Series to, and including, the next succeeding Rate Determination Date for shares of such Series.

  • Increased Reporting Period means the period commencing after the continuance of an Increased Reporting Event and continuing until the date when no Increased Reporting Event has occurred for 30 consecutive days.

  • Applicable Par Call Date means with respect to the 2024 Notes, March 2, 2024, and with respect to the 2029 Notes, July 1, 2029.

  • Applicable Anniversary of the Commencement Date means the fifth (5th) anniversary of the Commencement Date.