SEC Matters definition

SEC Matters means all losses, liabilities and expenses arising out of the facts that are the subject of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ investigation with respect to Glenayre Technologies and the class action lawsuit with respect to Glenayre Technologies naming CRM, Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as defendants.
View Source
SEC Matters means any disputes, litigations or other actions arising out of or in connection with the Borrower’s failure to timely comply with its reporting obligations under the Securities Exchange Act of 1934 prior to the Filing Date.
View Source
SEC Matters means any disputes, litigations or other actions arising out of or in connection with the Borrower’s failure to timely comply with its reporting obligations under the Securities Exchange Act of 1934 prior to the Filing Date. “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.06, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. “Security Agreement” has the meaning specified in Article IV. “Security Agreement Supplement” means the joinder agreement described in Section 20 of the Security Agreement. “Settlement Agreement” means that certain Settlement Agreement Regarding ADA-ES’ Indemnity Obligations dated as of November 28, 2011 among ADA-ES, the ECP Defendants (as defined therein), and the AC Venture Defendants (as defined therein). “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Parties” means the Borrower, each other Loan Party, the Subsidiaries of the Borrower and each other Loan Party, CCS, and CCSS. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other bus...
View Source

Examples of SEC Matters in a sentence

  • The Caladrius SEC Matters Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date).

  • Each of the representations and warranties of Buyer set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Capitalization), Section 5.3 (Authority), Section 5.6 (Binding Effect), Section 5.8(b) (SEC Matters), and Section 5.13 (Finders’ Fees) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date).

  • Section 4.1 Organization 29 Section 4.2 Capital Structure 30 Section 4.3 Title to Common Stock; Business of New BlackRock and BlackRock Merger Sub 30 Section 4.4 Controlled Affiliates 31 Section 4.5 Authority; Validity of Agreements 31 Section 4.6 Consents and Approvals 31 Section 4.7 No Conflicts 32 Section 4.8 SEC Matters 32 Section 4.9 Absence of Undisclosed Liabilities 33 Section 4.10 Absence of Certain Changes 33 Section 4.11 Litigation 34 Section 4.12 Compliance with Law; Government Regulation; Etc.

  • POST-CLOSING COVENANTS 23 Section 7.1 Further Assurances 23 Section 7.2 Tax Matters 24 Section 7.3 Cooperation for Litigation and Other Actions 24 Section 7.4 Retention of and Access to Books and Records 25 Section 7.5 SEC Matters 25 ARTICLE VIII.

Related to SEC Matters

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Legal Matters In the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Reserved Matters means those matters as indicated in schedule 1;