Going Dark definition

Going Dark. “Goes Dark” and “Gone Dark” shall have the correlative meanings.

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Going Dark means intentionally opting out of the public reporting requirements by falling below the statutory shareholder and asset thresholds. See supra notes 55–56 and accompanying text (explaining concept of “going dark”).

Going Dark or “Gone Dark” shall mean that a Tenant has vacated, surrendered or ceased to conduct its normal business operations at substantially all of its premises demised under such Lease or has otherwise “gone dark” at such premises or has notified Borrower that it intends to vacate, surrender or cease to conduct its normal business operations at substantially all of its demised premises or otherwise “go dark”. Temporary cessation of normal business operations for a commercially reasonable period of time in the ordinary course of business, or during renovations or during renovation following a casualty, or for purposes of inventory shall not constitute Going Dark.

Examples of Going Dark in a sentence

• No Severed Lease shall contain the continuous operation covenant set forth in Section 7.4 or otherwise prohibit the Severed Tenant from Going Dark at the applicable Severed Properties.

• Following the expiration of the Baybrook/Coral Ridge Lockout Period, prior to Going Dark at any Baybrook/Coral Ridge Property (a “Baybrook/Coral Ridge Go Dark Event”), Tenant shall give Landlord not less than thirty (30) days’ Notice thereof.

• Going Dark shall not constitute an Event of Default under this Lease, and Landlord’s right of termination hereunder or right to collect Fixed Minimum Rent and Additional Rent thereafter are Landlord’s sole remedies in the event Tenant elects to Go Dark.

• The board of directors of the Company shall have adopted, declared the advisability of, and recommended that the stockholders of the Company vote in favor of the Amended and Restated Certificate of Incorporation, the Series A Conversion, the Reverse Split and the Going Dark Transaction, and the Stockholders of the Company shall have approved by written consent the Amended and Restated Certificate of Incorporation, the Series A Conversion, the Reverse Split and the Going Dark Transaction.

• No Borrower has paid or declared any dividend, or made any other distribution on account of any class of its ownership interests, or redeemed, purchased or otherwise acquired, directly or indirectly, any ownership interests from any owner having any interest in any Borrower, for tax year 2019 and 2020, except as Borrowers may have disclosed to the Lender in writing and for the Going Dark Transaction.

• Propose, consent to, vote for, join, permit or allow any amendment, modification, restatement or other alteration of any Borrower’s Organizational Documents or other governing documents, except as required in connection with the Going Dark Transaction.

• Promptly upon the completion of the waiting period required by Regulation 14C of the Exchange Act with respect to the Information Statement, and no later than fifteen business days following such completion, the Company will effect the Reverse Split and the Series A Conversion by filing the Amended and Restated Certificate of Incorporation and will effect the Going Dark Transaction by filing Exchange Act Form 15 with the Commission.

More Definitions of Going Dark

Going Dark. Notwithstanding anything to the contrary contained in this Lease, if the business to be conducted at the Premises shall fail to open to the public within two hundred and seventy (270) days after the date of commencement of construction of the Improvements in accordance with the provisions contained in Exhibit D, subject to force majeure, or if, at any time after the date of the opening of the business to be conducted at the Premises, said business ceases to operate (other than during temporary periods of damage, destruction, repair, restoration or remodeling of the Improvements, until such time as same can reasonably be repaired, restored and/or completed) for a period of ninety (90) consecutive days or more, and thereafter such business does not open or resume operation, as the case may be, within ninety (90) days after written notice to so open or exclusive remedy, shall have the right (but not the obligation) to, upon notice, cancel this Lease (which notice shall specify the effective date of such cancellation, which shall be no more than thirty (30) days after the date of the giving of such notice), whereupon this Lease shall come to an end, as of the effective date and Lessee shall surrender the Premises to Lessor, and neither party shall have any further liability to the other party, except that Lessor shall pay to Lessee, within ten (10) days after written supporting documentation, an amount equal to the unamortized cost of Lessee's leasehold improvements and its or its affiliate's Trade Fixtures (as defined in Section 14.1 and to the extent such Trade Fixtures are not removed by Lessee or its affiliate) (based on the affiliate's books and records), plus any Monthly Rent and additional rent previously paid to Lessor covering the period after the effective date of such cancellation. If Lessor fails to pay such sum within such ten (10) day period, then Lessor's notice of cancellation, as aforesaid, shall be null and void and this Lease shall continue in full force and effect. Lessor's payment obligation set forth herein shall survive any termination of this Lease.

Going Dark. The Secret Social Lives of Extremisms” where she includes a quote of the Swedish alt-right influencer, ▇▇▇▇▇▇ ▇▇▇▇▇▇, who repeatedly referenced the narrow victory of the Green Party over the far-right Freedom Party in Austria due to support from female voters as a wakeup call for the far-right to awaken to the electoral importance of women. In a video titled “The Woman Question,” he told his followers “You might not like that women have the right to vote, but it’s about winning long-term political victory.”25 The type of messages tailor to the characteristically nostalgic, mythic past in which women and men are destined to fulfil biological roles still lingers into the ideology of the far-right movements. Women are seen as fulfillers of their domestic destiny, wives and bearers of the future generation that will fix the declining birth rate and save humanity. ▇▇▇▇▇ ▇▇▇▇▇▇ writes that the most common feature which unites extremist (online) communities - from national populists in Europe, pro- Russian separatists in eastern Ukraine to white supremacists in the US and Islamic State supporters in the Middle East and Asia, is a fundamental disrespect for women. ▇▇▇▇▇▇ argues that “each of these ideologies, in its own way, propagates strict conceptions about the role of women, undermines their agency and autonomy and—with varying degrees of openness—advocates violence against women who dare to transgress the limits imposed on them”.26

Going Dark means that crime victims will be further harmed. Digital data represents the evidence of crimes - to which victims have a right.

Going Dark. No later than the date that is six (6) months after the Effective Date, Lender shall have received (a) evidence of the completion of the Going Dark Transaction and steps taken to accomplish the same, including but not limited to the Form 25, press release, Form 8-K, website announcement, Form 15 and updated shareholder list; (b) evidence satisfactory to it that all approvals from the board of directors and shareholders of Reliv’ International Inc. have been received with respect to such Borrower’s buyout of a certain number of shareholders in order to allow the delisting such Borrower’s shares from the Nasdaq Stock Exchange and subsequently deregistering such Borrower’s shares under the Securities Exchange Act of 1934, (c) a copy of an issued Presentation of Fairness from H▇▇▇▇▇▇▇ Capital to Reliv’ International, Inc. providing, among other things, that, in their opinion, the foregoing buyout is fair, in general, from a financial point of view and a redemption price range between $3.00 and $4.00 is fair to the stockholders from a financial perspective; and (d) a final accounting of the use of the proceeds of the Loan demonstrating it was used for the Approved Purposes, which shall contain such detail and supporting documentation as determined and requested by the Lender.

Going Dark. Transaction. No later than one hundred twenty (120) days after the Fifth Amendment Effective Date (or such longer period as the Administrative Agent may permit in its sole discretion), the Parent shall have consummated all transactions, activities or steps necessary to result in the Parent no longer being required to, and, as of such date, the Parent shall no longer be required to, file periodic reports with the SEC under the Securities and Exchange Act of 1934, as amended; provided, however, that any and all costs, expenses, payments or other disbursements of the Loan Parties, whether to stockholders or third parties, in connection with all such transactions, activities or steps shall not exceed $140,000 in the aggregate on or after the Fifth Amendment Effective Date.

Going Dark. In the event the ▇▇▇▇▇▇▇ Theater ceases to operate (goes dark) for six months or more, and such closure was not the result of a casualty or condemnation, or the result of any other cause outside of ▇▇▇▇▇▇▇’ control and ▇▇▇▇▇▇▇ has no intention to resume operations at the ▇▇▇▇▇▇▇ Theater, title to and possession of the Theater Unit shall automatically vest in the City (the “City Interest”).