Holder Caused Failure definition

Holder Caused Failure means any failure to obtain Regulatory Approval within one hundred twenty (120) days that is wholly due (i) to the failure of Coliseum or its Affiliates, including any holder to reasonably cooperate in the process for obtaining such approval, including, but not limited to, the failure to provide reasonably requested information pertaining to Coliseum or its Affiliates, including any holder, as required by any Educational Agency; (ii) to Coliseum or any Affiliate of Coliseum’s, including any holder, failure or refusal to consent to reasonable requirements imposed by any Educational Agency; or (iii) to any Education Agency making a specific determination that a holder is not an acceptable owner of the Corporation as a result of an adverse finding or circumstance related to such holder (such as a bankruptcy of such holder or prior “bad act” by such holder in the education industry). For the avoidance of doubt, (i) neither Coliseum nor any Affiliate shall be required to directly pay any consideration or incur any costs, liabilities or obligations to be deemed to have acted reasonably in respect of clauses (i) or (ii) above and (ii) a request for two years of audited financial statements of any holder shall be deemed to be a reasonable request for information; provided, however, that (i) Coliseum and any Affiliate, including any holder, shall bear its own expenses in connection with the preparation of such audited financial statements and (ii) the Corporation shall bear all expenses in connection with any filing required by the Educational Agency.
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Related to Holder Caused Failure

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the seven (7) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • Listing Failure Event means that:

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.

  • Supply Failure shall have the meaning ascribed to it in Section 2.8.

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Listing Failure means the situation where the Bonds have not been listed on the corporate bond list of Nasdaq Stockholm (or any other Regulated Market) within sixty (60) calendar days after the Issue Date.

  • Public Information Failure shall have the meaning ascribed to such term in Section 4.3(b).

  • Disability Date means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Consistent Failure means any of:

  • Public Information Failure Payments shall have the meaning ascribed to such term in Section 4.3(b).

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • default value means a value derived from a typical value by the application of pre-determined factors and that may, in circumstances specified in this Directive, be used in place of an actual value;’;

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.