Going Dark definition

Going Dark and “Goes 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”).
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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.
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Examples of Going Dark in a sentence

  • Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)‌Vote CASE-BY-CASE on going private transactions, taking into account the following:1.

  • L.J. 989 (2018); Eric Manpearl, Preventing Going Dark: A Sober Analysis and Reasonable Solution to Preserve Security in the Encryption Debate, 28U.

  • Venue is proper in this District pursuant to §27 of the Exchange Act and 28 U.S.C. §1391(b), as the securities of Halyard and Kimberly-Clark are traded on the NYSE, located within this District.

  • For more on the golden age of surveillance, see Peter Swire, Going Dark or a Golden Age for Surveillance?, CDT.ORG (Nov.

  • SEC Commissioner Allison Herren Lee, Going Dark: The Growth of Private Markets and the Impact on Investors and the Economy (Oct.

  • U.S. Congress, Senate Committee on the Judiciary, Going Dark: Encryption, Technology, and the Balance Between Public Safety and Privacy, 114th Cong., 1st sess., July 8, 2015.

  • See testimony before U.S. Congress, Senate Committee on the Judiciary, Going Dark: Encryption, Technology, and the Balance Between Public Safety and Privacy, 114th Cong., 1st sess., July 8, 2015.

  • 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.

  • Vance, Jr. before the U.S. Congress, Senate Committee on the Judiciary, Going Dark: Encryption, Technology, and the Balance Between Public Safety and Privacy, 114th Cong., 2nd sess., July 8, 2015.


More Definitions of Going Dark

Going Dark or "Gone Dark") in the Premises. If Tenant fails ---------- --------- to continuously operate from the Premises for a continuous period of three hundred sixty-five (365) or more days (regardless of whether Tenant has delivered the Go Dark Notice or not), Landlord may terminate this Lease upon written notice to Tenant. For purposes of this Paragraph, "Tenant" shall include any subtenants and assignees approved by Landlord in accordance with this Lease. Landlord's right to terminate this Lease based on Tenant having Gone Dark must be exercised if at all, between the three hundred sixty-fifth (365th) day and the four hundred fifty-fifth (455th) day after Tenant first failed to operate from the Premises after Going Dark. Subject to the provisions contained below, the Lease shall then terminate as of the date set forth in said termination notice, (the "Termination Date") as if said Termination Date were the date ---------------- specified in this Lease for the expiration of this Lease. Such Termination Date shall be not less than sixty (60) days and not more than ninety (90) days from delivery of said notice. All obligations of Landlord and Tenant under this Lease (excluding those that expressly survive expiration hereof), and all rights of any assignees, sublessees, concessionaires and licensees of Tenant, shall expire on the Termination Date and be of no further force and effect. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be considered to have "Gone Dark" and Landlord's right to terminate the Lease pursuant to this Paragraph 8.1.2 shall not --------------- apply to any period of time when (i) Tenant is diligently causing the Premises to be remodeled or (ii) Tenant is unable to or is not obligated to occupy the Premises because of damage to the Premises or a taking as set forth in Paragraphs ---------- 12 and 16, respectively. Moreover, any termination notice --------- received by Tenant shall be rendered null and void if (a) Tenant commences business operations from the Premises in at least seventy-five percent (75%) of the ground floor area thereof at any time between the date Tenant receives a termination notice and the Termination Date, or (b) Tenant obtains a fully executed letter of intent (or similar instrument) between Tenant and a bona fide assignee or sublessee prior to the time Tenant receives termination notice from Landlord, the Lease is assigned or at least seventy-five percent (75%) of the ground floor are...
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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 Hxxxxxxx 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.
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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.
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Going Dark means that crime victims will be further harmed. Digital data represents the evidence of crimes - to which victims have a right.
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Going Dark. In the event the Xxxxxxx 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 Xxxxxxx’ control and Xxxxxxx has no intention to resume operations at the Xxxxxxx Theater, title to and possession of the Theater Unit shall automatically vest in the City (the “City Interest”).
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Related to Going Dark

  • Proposal Due Date means the last date declared by Employer for online submission of the proposal;

  • Testing Date means 31 December of each year.

  • SBI 1 Year MCLR Rate means 1 year Marginal Cost of Funds Based Lending Rate (MCLR) fixed by State Bank of India (SBI) / any replacement thereof by SBI for the time being in effect applicable for 1 year period, as on 1st April of the respective financial year in accordance with regulations and guidelines of Reserve Bank of India. In absence of such rate, any other arrangement that substitutes such rate as mutually agreed to by the Parties.

  • Quarterly Commencement Date means the 1st day of each of April, July, October and January in each year.

  • Start-up Period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • Fiscal Quarters means the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

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

  • 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.

  • Ending Date means the last day of each Offering Period.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Assessment Date means the tax assessment effective date for each tax year in question,i.e. December 31 of the immediately preceding calendar year.

  • Billing Date means the date upon which the monthly statement is generated and debited to the customer's account.

  • 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.

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

  • Forecast Period means the period of three calendar months for which a Forecast is provided;

  • Assessment Period means such period as is prescribed in sections 19 to 21 over which income falls to be calculated;

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

  • Semi-Annual Period means each period of six-months, commencing on the first day of a Fiscal Year; provided that the first such period shall begin on July 1, 2013 and end on December 31, 2013.

  • Base Tax Year means the property tax levy year used

  • Billing Commencement Date means the earlier of:

  • Initial Expiration Date shall have the meaning set forth in Section 1.1(d).

  • Billing Month is defined in Section 9.1(b).

  • Contract Quarter means a three-month period that commences on January 1, April 1, July 1, or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

  • Quarterly (1/Quarter) sampling frequency means the sampling shall be done in the months of March, June, August, and December, unless specifically identified otherwise in the Effluent Limitations and Monitoring Requirements table.

  • Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.