Three Year Divestiture Deadline definition

Three Year Divestiture Deadline means the third anniversary of the Closing Date, extended day for day, up to a maximum of three hundred sixty-five (365) days, for each day the Company is not required to file a registration Statement (i) in response to an actual demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received the proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period.
Sample 1Sample 2
Three Year Divestiture Deadline means the third (3rd) anniversary of the IPO Date, extended day for day, up to a maximum of one three hundred sixty-five (365) days, for each day from and after the Three Year Determination Date that the Company is not required to file a Registration Statement as a result of the pendency of any Blackout Period.
Sample 1Sample 2
Three Year Divestiture Deadline and "Five Year Divestiture Deadline" have the respective meanings set forth in the Voting Trust and Divestiture Agreement dated the date hereof among the Foundation, Wisconsin BC Holdings LLC, Xxxxxxxx & Xxxxxx Trust Company, and Cobalt (herein called the "Voting Trust Agreement") as such terms are defined therein on the date hereof and without giving effect to any amendment or supplement to the Voting Trust Agreement.
Sample 1

Examples of Three Year Divestiture Deadline in a sentence

  • The Beneficiary hereby covenants and agrees that it shall sell, convey, or otherwise dispose of shares of Capital Stock (so that the Beneficiary is no longer a Beneficial Owner of such shares of Capital Stock) so that the Beneficiary Beneficially Owns less than fifty percent (50%) of the issued and outstanding shares of each class of Capital Stock on or prior to the Three Year Divestiture Deadline.

  • However, the evaluation continues for the items not clearly demonstrated to be more economical one way or the other.


More Definitions of Three Year Divestiture Deadline

Three Year Divestiture Deadline means the third anniversary of the Closing Date, extended day for day, up to a maximum of three hundred sixty five (365) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period. (ee) "Trustee" has the meaning set forth in Preamble hereof. (ff) "Voting Power" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (gg) "Voting Trust" has the meaning set forth in Recital E hereof. (hh) "Voting Trust Ownership Limit" means that number of shares of Capital Stock one share lower than the number of shares of Capital Stock which would represent five percent (5%) of the Voting Power of all shares of Capital Stock issued and outstanding at the time of determination.
Sample 1
Three Year Divestiture Deadline has the meaning set forth in Section 6.01 hereof.
Sample 1
Three Year Divestiture Deadline has the meaning set forth in Section 6.01 hereof.
Sample 1

Related to Three Year Divestiture Deadline

  • Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Qualifying Termination means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

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

  • Start-up Period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • 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.

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Delivery Period Termination Date Has the meaning specified in the Related Pass Through Trust Supplement.

  • 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.

  • Forfeiture Period means the period from the Grant Date until the Forfeiture Date.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to these Terms;

  • Scheduled Termination Date means the date that is 364 days from (and including) the Effective Date, or any succeeding date to which the term of this Agreement is extended pursuant to Section 2.03.

  • Stated Termination Date means December 31, 2000.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

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

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

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

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

  • Extended Termination Date has the meaning specified in Section 2.16(c).

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

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).