Key Financial Event definition

Key Financial Event has the meaning set forth in Appendix 3 (Financial Close Procedures and Conditions).
Sample 1
Key Financial Event means a fluctuation in the Benchmark Interest Rates during the Benchmark Interest Rate Protection Period that would result in an upward adjustment to the Capital Charge pursuant to Section 11 of more than 20%, or, in the reasonable opinion of the County, is likely to result in an upward adjustment to the Capital Charge of more than 20%.
Sample 1Sample 2

Examples of Key Financial Event in a sentence

  • Subject to the County’s rights to terminate under this Appendix for a Key Financial Event, the County will bear the risk and have the benefit of 100% of the impact (either positive or negative) on the Capital Charge of changes in any Benchmark Interest Rate included in the Instructions to Proposers, Attachment to Addendum No. 25 and the Benchmark Interest Rate(s) recorded on the Benchmark Interest Rate Adjustment Date which are used in the Base Case Financial Model update, pursuant to Section 11.3.

  • Except as otherwise disclosed in writing by the Enterprises to Developer in connection with the occurrence of any Key Financial Event of a type referred to in paragraphs d., e.

  • These improvements are being implemented by the LADO overseen by the PSW and reported to the HSCB HSCB Risk Register: The HSCB risk register is used to ensure areas of specific concern are known and action taken to mitigate risk at the earliest opportunity.

  • Except as otherwise disclosed in writing by the Enterprises to Developer in connection with the occurrence of Key Financial Event of a type referred to in paragraphs d., e.

  • Subject to the Parties’ rights pursuant to Section 4.1 of Schedule 1 following the occurrence of a Key Financial Event, pursuant to Section 4 of this Annex A the Enterprises shall bear the risk and have the benefit of 100% of the impact (either positive or negative) on the Base CPP of changes in any applicable Benchmark Interest Rates over the applicable Protection Period with respect to any Bond Financing and/or TIFIA Financing.

Related to Key Financial Event

  • Special Event means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Tier 2 Capital Event means the receipt by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities, the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Put Event means the occurrence of any of the following:

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Liquidity Event means a Change of Control or an IPO.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Accounting Event has the meaning set forth in the Supplemental Indenture.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Control Transaction means any of the following transactions or any combination thereof:

  • Dissolution Event has the meaning set forth in Section 6.1.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

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

  • Special Events means sports complex events, City of Philadelphia events, weather, and other events that have been or are identified as such by the RTMC.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.