Pre-Exchange Period definition

Pre-Exchange Period means the period from the Original Issuance Date to the earlier of (i) the Exchange Date or (ii) if the Company determines that the Declaratory Ruling will not permit the Company to Exchange any of the Warrants for shares of Common Stock pursuant to Section 3.4, the date of the Exchange Notice.
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Pre-Exchange Period means any Taxable year or other Taxable period that ends on or before the Closing Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Closing Date, that part of the Taxable year or other Taxable period through the end of the day on the Closing Date.
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Pre-Exchange Period means all taxable periods or portions of periods ------------------- ending before the Exchange Date.
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Examples of Pre-Exchange Period in a sentence

  • To the extent permitted by Law, LMC and its Affiliates shall waive the right to carryback any Tax attribute of the Transferred Subsidiaries arising in a Post-Exchange Period to a Pre-Exchange Period.

  • In the case of Taxes that are attributable to a Straddle Period, such Taxes shall be allocated between the portion of the Straddle Period that is a Pre-Exchange Period and the portion of the Straddle Period that is a Post-Exchange Period based on a Closing of the Books Method.

  • Notwithstanding the foregoing, however, the Shareholder Indemnification Agreement arising under this section 5(b)(ii) shall not exclude the amount of any federal income tax refund received by such Shareholder as a result of a Corporation's status as a C corporation during the Pre-Exchange Period.

  • For the avoidance of doubt, Non-U.S. Holders shall not be entitled to exercise Warrants during the Pre-Exchange Period.

  • Each of Shareholders covenant and agree that, to the extent additional taxes, penalties and interest are imposed on them and represent amounts for which they are to be indemnified hereunder, they shall pay to the respective Taxing Authorities or otherwise satisfy (such as by way of offset) any and all such additional taxes, penalties and interest that are attributable to any increase in the taxable income of a Corporation and which they are required to pay or satisfy relative to the Pre-Exchange Period.

  • In addition, exercise of the Warrants will be subject to the following restrictions: (i) Warrants may not be exercised during the Exchange Period; and (ii) during the Pre-Exchange Period, Warrants may be exercised only by U.S. Holders.

  • In addition, exercise of the Warrants will be subject to the following restrictions: (i) Warrants may not be exercised during the Exchange Period; and (ii) during the Pre-Exchange Period, Series 1 Warrants may be exercised only by 100% Domestic Holders.


More Definitions of Pre-Exchange Period

Pre-Exchange Period means, with respect to a Corporation, the period commencing on the first date that such Corporation was an S Corporation and ending as of the date hereof.
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Related to Pre-Exchange Period

  • Exchange Period shall have the meaning set forth in Section 2(a) hereof.

  • Post-Change Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the second anniversary of the occurrence of such Change in Control.

  • Pre-Closing Period means any Tax period ending on or before the Closing Date.

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

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Change in Control Date means the date on which a Change in Control occurs.

  • IPO means the Company’s initial public offering of securities.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

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

  • 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.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Payoff Period For the first Distribution Date, the period from the Cut-Off Date through November 14, 2005, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.

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

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

  • Change of Control Date means the date on which a Change of Control occurs.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

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

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Pre-Closing Periods means any taxable period ending on or before the Closing Date.

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

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.