Disqualifying Condition Termination definition

Disqualifying Condition Termination means that (i) either (a) the 2011 EPL Notes have been paid in full, (b) Covenant Defeasance (as such term is defined in the 2011 EPL Notes Indenture) has occurred or (c) Legal Defeasance (as such term is defined in the 2011 EPL Notes Indenture) has occurred and (ii) either (a) the 2012 EPL Notes have been paid in full, (b) Covenant Defeasance (as such term is defined in the 2012 EPL Notes Indenture) has occurred or (c) Legal Defeasance (as such term is defined in the 2012 EPL Notes Indenture has occurred.
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Disqualifying Condition Termination means that either (a) the EPL 8.25% Notes have been paid, defeased or satisfied and discharged in full or (b) the 2012 EPL Notes Indenture shall have been duly supplemented or amended to eliminate or modify the covenant restrictions in such indenture or the EPL 8.25% Notes in order to eliminate any restriction on the ability of the EPL Obligors to provide guarantees of all of the Borrower’s and the Subsidiary Guarantors’ outstanding Indebtedness and the granting of Liens on assets of the EPL Obligors to secure such guarantees.”
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Disqualifying Condition Termination means that either (a) the EPL Notes have been paid, defeased or satisfied and discharged in full, or (b) the indenture governing the EPL Notes shall have been duly supplemented or amended to eliminate or modify the covenant restrictions in such indenture or the EPL Notes in order to eliminate any restriction on the ability of the EPL Entities to provide guarantees of all of the Company’s and the Subsidiary Guarantors’ outstanding Indebtedness and the granting of Liens on assets of the EPL Entities to secure such guarantees.
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Examples of Disqualifying Condition Termination in a sentence

  • Any Reserve Report delivered pursuant to Section 2.8.2 prior to Disqualifying Condition Termination shall indicate which of the oil and gas reserves attributable to the Oil and Gas Properties owned directly by the EPL Obligors and which of such reserves EPL wishes to include in the EPL Borrowing Base.

  • Pursuant to the foregoing, prior to Disqualifying Condition Termination, none of the Lenders, Issuers, the Administrative Agent or other Secured Party shall apply any payment from any EPL Obligors or recovery or other amounts realized in regards to the EPL Collateral against any Obligations of the Borrower and its Subsidiaries (other than the EPL Obligors).

  • Any Reserve Report delivered pursuant to Section 2.8.3 prior to Disqualifying Condition Termination shall indicate which of the oil and gas reserves attributable to the Oil and Gas Properties owned directly by the EPL Obligors and which of such reserves EPL wishes to include in the EPL Borrowing Base.

  • Until Disqualifying Condition Termination, EPL shall cause the EPL Mortgaged Properties to constitute at least eighty-five percent (85%) of the total value of the Proved Reserves of EPL and its Subsidiaries and at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves of EPL and its Subsidiaries (in this Section called the “Required EPL Percentages”).

  • Section 2.1.2 of the Credit Agreement is hereby amended by deleting the phrase “(A) the Aggregate Commitment” and inserting in place thereof the phrase “(A) (1) prior to Disqualifying Condition Termination, the Aggregate Available Commitment and (2) after Disqualifying Condition Termination, the Aggregate Commitment”.

Related to Disqualifying Condition Termination

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: Age at Voluntary Termination Number of Years of Advance Notice 58 or younger 59 60 or older 3 years 2 years 1 year By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Company Termination Event means any of the following:

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Disqualifying Event has the meaning specified in the definition of “Eligible Currency”.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Constructive Termination means:

  • Vesting Event means the earliest to occur of the following events: