Transformational Event definition

Transformational Event means any acquisition or investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.
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Transformational Event means any acquisition or investment by the Company or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company in good faith.
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Transformational Event means any acquisition or investment by any Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by such Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of (I) prior to the Performance Chemicals Sale Closing Date, the greater of $338,000,000 and 100% of Consolidated Adjusted EBITDA or (II) on and after the Performance Chemicals Sale Closing Date, the greater of $205,000,000 and 100% of Consolidated Adjusted EBITDA.
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Examples of Transformational Event in a sentence

  • In the case of a Transformational Event, the Parties shall renegotiate in good faith and on commercially reasonable terms over a period of 60 days taking into account: i) market prices to provide such Services; and ii) facts and circumstances related to the new state of the business, changes to the Services listed in Appendix A or such headcount reductions.


More Definitions of Transformational Event

Transformational Event means any acquisition or investment by the Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of $170,000,000.
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Transformational Event means one or a series of related or unrelated events, acquisitions, dispositions, mergers or other transactions or occurrences, involving AFC and/or any of its affiliates, (i) that was unanticipated or the magnitude of the effects of which were unanticipated as of the Effective Date, (ii) that is identified by the Board, acting in its sole discretion, as having, or possibly having, a material effect, whether positive or adverse, on the consolidated financial performance of AFC and its affiliates, and (iii) that, in the sole discretion of the Board, will distort the effectiveness of the previously identified Performance Targets such that such targets should be revised to achieve the purposes AFC intended in initially designing this Plan. For example, if AFC and/or its affiliates, engages in one or a series of significant acquisitions (or dispositions) that, in the sole discretion of the Board, will or may cause the specified Performance Targets to be satisfied (or missed), regardless of the performance of AFC's business as constituted as of the Effective Date, the Board may, but is not required to, modify the Performance Targets.
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Transformational Event means any acquisition or Investment by either Borrower or any Subsidiary that is either (a) not permitted by this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrowers and their respective Subsidiaries with adequate flexibility under this Agreement for the continuation and/or reasonable expansion of their combined operations following such consummation, as determined by Holdings acting in good faith, and, in the case of clause (b) above, involves consideration in excess $100,000,000.
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Transformational Event means any acquisition or investment by the Company or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not #95484613v795537764v17 provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company in good faith.
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Related to Transformational Event

  • Transformation time means the time difference between a change of concentration or flow (t0) at the reference point and a system response of 50 per cent of the final reading (t50).

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Organizational Unit means a Laboratory School or any

  • Developed with mixed funding means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a government contract, and partially with costs charged directly to a government contract.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Interregional Transmission Project means transmission facilities that would be located within two or more neighboring transmission planning regions and are determined by each of those regions to be a more efficient or cost effective solution to regional transmission needs.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’s obligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates,(c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or (d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • Benchmark Event means, with respect to an Original Reference Rate:

  • Implementation Date means the date, occurring after the Approval Date, on which the Merger is implemented by the Merging Parties;

  • Material Event has the meaning set forth in Section 3(i) hereof.

  • Locational UCAP means unforced capacity that a Member with available uncommitted capacity sells in a bilateral transaction to a Member that previously committed capacity through an RPM Auction but now requires replacement capacity to fulfill its RPM Auction commitment. The Locational UCAP Seller retains responsibility for performance of the resource providing such replacement capacity.

  • Certified historic structure means a building that is

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.