Dissolution Exchange Notice has the meaning set forth in Section 7.4(a) of this Agreement.
Exchange Notice has the meaning set forth in Section 2.1(a)(iii).
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.
Fundamental Change Notice has the meaning specified in Section 8.02(a).
Dissolution Date means, as the case may be:
Event of Dissolution shall have the meaning set forth in Section 10.1.
Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.
Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.
Early Dissolution Event has the meaning specified in Section 9.2.
Acquisition Notice has the meaning set forth in Section 2.6(a).
Redemption/Distribution Notice has the meaning set forth in paragraph 4(e) of Annex I.
Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.
Change Notice is defined in Section 3.5(a) of this Agreement.
Personal Securities Transaction means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.
Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).
Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).
Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.
Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).
dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;
Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.
Initial Notice shall have the meaning set forth in Section 7.1.
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.