QLT Intervening Event definition

QLT Intervening Event means a material event, change, effect, development or occurrence occurring or arising after the date of this Agreement that (i) was not known by nor was it foreseen by the QLT Board of Directors as of or prior to the date of this Agreement (or, if known, the consequences of which were not known to the QLT Board of Directors as of the date of this Agreement), which event, change, effect, development or occurrence becomes known to the QLT Board of Directors prior to the QLT Shareholder Approval and results in the standalone financial condition of QLT and its Subsidiaries taken as a whole, being more favorable to the QLT Shareholders than this Agreement and the Transaction, and (ii) does not relate to or involve (A) a QLT Acquisition Proposal, or (B) any changes in the market price, or change in trading volume, of QLT Shares (it being understood that the underlying causes of any such changes or developments may, if they are not otherwise excluded from the definition of QLT Intervening Event, be taken into account in determining whether a QLT Intervening Event has occurred).
Sample 1

Related to QLT Intervening Event

  • Intervening Event means a material event, fact, circumstance, development or occurrence that is unknown to or by the Company’s Board of Directors as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known or understood by the Company Board of Directors as of the date hereof), which event, fact, circumstance, development, occurrence, magnitude or material consequence becomes known to or by the Company’s Board of Directors prior to obtaining the Company Stockholder Approval; and

  • Parent Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Parent Board as of the date of this Agreement, or if known or reasonably foreseeable to the Parent Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Parent Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Parent Alternative Proposal shall not be deemed to be a Parent Intervening Event hereunder.

  • Company Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Company Board as of the date of this Agreement, or if known or reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Company Alternative Proposal shall not be deemed to be a Company Intervening Event hereunder.

  • Intervening Creditor has the meaning assigned to such term in Section 2.01(a).

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Intervening Assignments The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

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

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

  • Triggering Events means Triggering Event I, Triggering Event II and Triggering Event III, collectively.

  • Event Date shall have the meaning set forth in Section 2(d).

  • Terminating Event means any of the following events:

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Barrier Event means that R (final) is lower than the Barrier.

  • Knock-out Event means the event as defined in §4(4).

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Sporting event means any of the following athletic activities that is organized, operated, managed, or sponsored by the School:

  • Company Triggering Event means: (i) the failure of the Board of Directors of the Company to recommend that the Company's stockholders vote to adopt this Agreement, or the withdrawal or modification of the Company Board Recommendation in a manner adverse to Parent, or the Board of Directors shall have taken any other action that is or becomes disclosed publicly or to a third party, which indicates that the Board of Directors of the Company does not support the Merger or does not believe that the Merger is in the best interests of the Company's stockholders; (ii) the Company shall have failed to include in the Proxy Statement the Company Board Recommendation or a statement to the effect that the Board of Directors of the Company has determined and believes that the Merger is in the best interests of the Company's stockholders; (iii) an Acquisition Proposal is publicly announced and the Board of Directors of the Company fails to reaffirm without qualification the Company Board Recommendation, or fails to publicly state without qualification, that the Merger is in the best interests of the Company's stockholders, within five business days after Parent requests in writing that such action be taken; (iv) the Board of Directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have failed to comply with Section 5.04 in any material respect; (vi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within ten business days after the commencement of such tender or exchange offer, a statement disclosing that the Board of Directors recommends rejection of such tender or exchange offer; (vii) an Acquisition Proposal is publicly announced, and the Company fails to issue a press release announcing its opposition to such Acquisition Proposal within ten business days after such Acquisition Proposal is announced; or (viii) either the Company or any of its subsidiaries or any their Representatives shall have breached any of the provisions set forth in Section 5.04 (in any material respect) or Section 6.15.

  • Administrator/Benchmark Event Date means, in respect of an Administrator/Benchmark Event, the date on which the authorisation, registration, recognition, endorsement, equivalence decision, approval or inclusion in any official register is (i) required under any applicable law or regulation; or(ii) rejected, refused, suspended or withdrawn, if the applicable law or regulation provides that the Relevant Benchmark is not permitted to be used under the Securities following rejection, refusal, suspension or withdrawal, or, in each case, if such date occurs before the Issue Date, the Issue Date.

  • Step-Down Date The earliest of the Distribution Date in [MONTH/YEAR] or any succeeding Distribution Date on which the following conditions are satisfied as of the last day of the month preceding such Distribution Date:

  • Potential Adjustment Event means any of the following:

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

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.