Separability Date means the earliest of: (i) the date that is six months after the initial sale of the Units, (ii) the date on which a registration statement under the Securities Act, with respect to a registered exchange offer for the Notes is declared effective under the Securities Act, (iii) the occurrence of an Exercise Event, (iv) the occurrence of an Event of Default (as defined in the Indenture) or (v) such earlier date as determined by Xxxxxxx Xxxxx in its sole discretion and specified to the Company and the Warrant Agent in writing. Notwithstanding the foregoing, in the event a Change of Control (as defined in the Indenture) is proposed and the Company commences a Change of Control Offer (as defined in the Indenture) prior to the Separability Date, as determined by the preceding sentence, the Separability Date shall be such earlier date of commencement. The Company has initially designated the principal corporate trust office of the Warrant Agent in the Borough of Manhattan, The City of New York, as the initial Warrant Agent Office. The number of shares of Common Stock issuable upon exercise of the Warrants ("EXERCISE RATE") is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on April 1, 2008 shall thereafter be void. If the Company, in a single transaction or through a series of related transactions, consolidates with or merges with or into, or sells all or substantially all of its property and assets to, another Person (other than a subsidiary of the Company) solely for cash, the holders of Warrants which are then exercisable shall be entitled to receive distributions on the date of such event on an equal basis with holders of shares of Capital Stock (or other securities issuable upon exercise of the Warrants) as if the Warrants had been exercised immediately prior to such event less the aggregate Exercise Price therefor. Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WITNESS the facsimile seal of the Company and facsimile signatures of its duly authorized officers. Dated: Apr...
Separability Date means the earliest to occur of: (i) the Exercise Date (as defined below), (ii) the date on which a registration statement with respect to a registered exchange offer for the Notes is declared effective under the Securities Act of 1933, as amended (the "Securities Act"), (iii) the occurrence of an Event of Default (as defined in the Indenture) or (iv) such earlier date as determined by Xxxxxxx Xxxxx in its sole discretion and specified to the Company and the Warrant Agent in writing. The separation of the Warrants and the Notes is herein referred to as a "Separation."
Separability Date means the earliest to occur of: (i) the Exercise Date, (ii) the date on which a registration statement, with respect to a registered exchange offer for the Notes is declared effective under the Securities Act of 1933, as amended (the "Securities Act"), (iii) the occurrence of an Event of Default (as defined in the Indenture) or (iv) such earlier date as determined by Xxxxxxx Xxxxx in its sole discretion and specified to the Company and the Warrant Agent in writing. Notwithstanding the foregoing, in the event a Change of Control (as defined in the Indenture) is proposed and the Company commences a Change of Control Offer (as defined in the Indenture) prior to the Separability Date, as determined by the preceding sentence, the Separability Date shall be such earlier date of commencement.
Examples of Separability Date in a sentence
The Notes and the Warrants will not be separately transferable until the Separability Date.
Warrants comprising part of the Units shall be originally issued in connection with the issuance of the Units and such Warrants shall not be separately transferable from the Notes until on or after the Separability Date as provided in Section 1.06 hereof.
Notwithstanding the foregoing, in the event a Change of Control (as defined in the Indenture) is proposed and the Company commences a Change of Control Offer (as defined in the Indenture) prior to the Separability Date, as determined by the preceding sentence, the Separability Date shall be such earlier date of commencement.
The Company shall promptly notify the Registrar of the occurrence of the Separability Date.
Following the Separability Date, no Unit certificates shall be issued.
More Definitions of Separability Date
Separability Date means the earlier to occur of (i) December 31, 2002 and (ii) such earlier date as determined by Deutsche Bank AG London, as Representative of the Initial Purchasers.
Separability Date means the earliest of: (i) the date that is six months after the initial sale of the Units, (ii) the date on which a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a registered exchange offer for the Notes is declared effective under the Securities Act, (iii) the occurrence of an Exercise Event (as defined herein), (iv) the occurrence of an Event of Default (as defined in the Indenture) or (v) such earlier date as determined by Xxxxxxx Xxxxx in its sole discretion and specified to the Company and the Warrant Agent in writing. Notwithstanding the foregoing, in the event a Change of Control (as defined in the Indenture) is proposed and the Company commences a Change of Control Offer (as defined in the Indenture) prior to the Separability Date, as determined by the preceding sentence, the Separability Date shall be such earlier date of commencement. The separation of the Warrants and the Notes is herein referred to as a "SEPARATION."
Separability Date means THE EARLIEST OF (I) DECEMBER 18, 2000; (II) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT; (III) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO THE NOTES OR THE EXCHANGE NOTES IS DECLARED EFFECTIVE; (IV) IMMEDIATELY PRIOR TO THE REDEMPTION OF NOTES BY THE COMPANY WITH THE PROCEEDS OF AN EQUITY OFFERING; (V) THE CONSUMMATION OF AN INITIAL PUBLIC OFFERING OF THE COMPANY; OR (VI) SUCH EARLIER DATE AS MAY BE DETERMINED BY DEUTSCHE BANK SECURITIES INC. IN ITS SOLE DISCRETION. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Dayton Superior Corporation 0000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: General Counsel United States Trust Company of New York 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: 13% SENIOR SUBORDINATED NOTES DUE 2009 Reference is hereby made to the Indenture, dated as of June 16, 2000 (the "Indenture"), between Dayton Superior Corporation, as issuer (the "COMPANY"), the Guarantors named therein and United States Trust Company of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________, (the "TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]
Separability Date means the earliest to occur of: (i) November 1, 1998; (ii) the date on which a registration statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Exchange Offer is declared effective under the Securities Act; (iii) the occurrence of a Change of Control (as defined in the Indenture); and (iv) such earlier date as determined by Xxxxxxx Xxxxx & Co. in its sole discretion.
Separability Date has the meaning provided in the recitals to this Indenture.
Separability Date shall have the meaning ascribed in Section 3.6 hereof.
Separability Date means the earliest to occur of: (i) August 20, ----------------- 1997, (ii) the date a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a registered exchange offer -------------- for the Notes or covering the sale by holders of the Notes is declared effective under the Securities Act or (iii) such date as may be determined by Xxxxx Xxxxxx Inc. and specified to the Company, the Trustee, the Warrant Agent and the Unit Agent in writing. The separation of Warrant and Note certificates is herein referred to as a "Separation" and the related Initial Warrants are referred to ---------- as "Separated". ---------