Discontinuation Event means (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Discontinuation Event means (i) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to be made to such Registration Statement or Prospectus; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (iv) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein; (v) upon discovery that, or upon the happening of an event or the passage of time as a result of which any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus, Free Writing Prospectus or other documents so that, in the case of such Registration Statement, Prospectus, or Free Writing Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and/or (vi) the Company in good faith determines that any such Registration Statement, Prospectus or Free Writing Prospectus, or the use thereof, would materially and adversely affect any material corporate event as would otherwise require disclosure of non-public information which the Company determines, in its reasonable discretion, is not in the best interests of the Company at such time.
Discontinuation Event shall have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:
Examples of Discontinuation Event in a sentence
The Company agrees to use its reasonable best efforts to immediately cure any such Discontinuation Event and to use its reasonable best efforts to immediately provide copies of any such supplement or amendment or use its reasonable best efforts to immediately deliver the Advice to each Holder.
The Company agrees to notify the Registered Holder promptly of the occurrence of any Discontinuation Event and to use its reasonable best efforts to eliminate or remove any Discontinuation Event described in (1) through (5) as promptly as practicable.
Without prejudice to the obligations of the Issuer under this Condition 4(b)(ii)(D), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Condition 4(b)(ii)(B) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(C) will continue to apply unless and until both (a) a Benchmark Discontinuation Event in relation to the Original Reference Rate and (b) a related Benchmark Replacement Date have occurred.
DaVita further agrees that in the event a Discontinuation Event occurs as to multiple Committed DaVita Facilities in a geographic county, group of nearby counties, or subdivisions of a county (a “Market”), it shall use its commercially reasonable efforts to implement such Discontinuation Event as to such Committed DaVita Facilities in such Market in a manner which assists Rockwell in minimizing the negative effect it would experience as a result of such Discontinuation Event.
For the avoidance of doubt, if a Benchmark Discontinuation Event occurs, the applicable Discount Rate for any previously purchased Receivables hereunder shall remain the rate used in the calculation of Purchase Price for such Proposed Receivable when originally calculated pursuant to Section 2(d), above.
More Definitions of Discontinuation Event
Discontinuation Event shall have the meaning as set forth in Section 5B(v) below.
Discontinuation Event means (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Provided, however, the Company will use its best efforts to promptly eliminate the Discontinuation Event; and, in the case of a Discontinuation Event described in (v) above, such Discontinuation Events shall be limited to sixty (60) days in the aggregate per any 12 month period and in no case more than thirty (30) consecutive calendar days. This Paragraph 6(d) shall not relieve Company of its obligation to make payments pursuant to Section 2(d).
Discontinuation Event means [***].
Discontinuation Event means a situation where the Issuer determines in its reasonable discretion that (i) it becomes unlawful for the Issuer or the Calculation Agent to use the Reference Rate, or (ii) the administrator of the Reference Rate ceases to calculate and publish the Reference Rate permanently or for an indefinite period of time, or (iii) the administrator of the Reference Rate becomes insolvent or an insolvency, a bankruptcy, restructuring or similar proceeding (affecting the administrator) is commenced by the administrator or its supervisory or regulatory authority, or (iv) the Reference Rate is otherwise being discontinued or otherwise ceases to be provided;
Discontinuation Event shall have the meaning set forth in Section 6(d).
Discontinuation Event means with respect to a claim of a pending patent application, the earlier of (i) final cancellation, withdrawal or abandonment, (ii) disallowance without the possibility of appeal or re-filing, or (iii) […***…] from the earliest priority date to which such claim is entitled. If a Discontinuation Event occurs with respect to a claim of a pending patent application, then Licensee shall no longer be required to accrue or pay royalties on account of such claim pursuant to this Section 3.2(b)(ii). Notwithstanding anything to the contrary in this Agreement, royalties accrued, but which do not become due and owing, pursuant to this Section 3.2(b)(ii) prior to termination or expiration of this Agreement shall not survive such termination or expiration. For clarity, Licensee’s sole obligation to pay royalties based on pending patent applications is as expressly set forth in this Section 3.2(b)(ii).
Discontinuation Event shall have the meaning set forth in Section 7(b).