Subsequent S&P Rating Event Clause Samples

Subsequent S&P Rating Event. In the event that neither Party A (or its successor or permitted assignee) nor any Credit Support Provider from time to time in respect of Party A has the Subsequent S&P Required Rating (a "Subsequent S&P Rating Event") then Party A will, at its own cost and expense: (A) within the Subsequent Collateral Remedy Period, provide collateral under the provisions of the Credit Support Annex (or if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph (i)(x)(A) following an Initial S&P Rating Event and Party B has not transferred equivalent collateral back to Party A at such time, continue to provide collateral if required under the provisions of the Credit Support Annex); and (B) within the Subsequent Remedy Period, use reasonable efforts to: (1) subject to Part 5(g) (Transfers) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party that has the Subsequent S&P Required Rating (provided that if the replacement third party does not have the Initial S&P Required Rating at the time such transfer occurs, such replacement third party will provide collateral if required under the provisions of the Credit Support Annex or obtain a guarantee of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Initial S&P Required Rating); (2) obtain a guarantee of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Subsequent S&P Required Rating; or (3) take such other action (which may, for the avoidance of doubt, include taking no action) as Party A and Party B may agree with S&P as will result in the rating of the Notes being maintained at, or restored to, the level it was at immediately prior to such Subsequent S&P Rating Event, and provided also that, in all cases, such action (or inaction) does not result in any requirement for deduction or withholding for or on account of any Tax.
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Subsequent S&P Rating Event. In the event that the rating of the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" by S&P (such event, a SUBSEQUENT S&P RATING EVENT), then Party A will within ten calendar days of the occurrence of such Subsequent S&P Rating Event: (A) at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraph 7.1(b) or 7.1(c) above immediately upon the occurrence of such Subsequent S&P Rating Event or take such other action as Party A may agree with S&P; and (B) if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the occurrence of such Subsequent S&P Rating Event until such time as the action set out in subparagraph 7.2 (a) above has been taken. If the action set out in subparagraph 7.2(a) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) above will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event.
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Subsequent S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as “A-2” by S&P (or, if Party A or such Credit Support Provider is not a Financial Institution, “A-1”) (such event, a Subsequent S&P Rating Event), then Party A will: (a) within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Subsequent S&P Rating Event, provide collateral under the provisions of the Credit Support Annex (or, if at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above following an Initial S&P Rating Event, provide additional collateral under the provisions of the Credit Support Annex); and (b) at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraph 7.1(b)(i) or 7.1(b)(ii) above immediately upon the occurrence of such Back to Contents Subsequent S&P Rating Event, to be implemented within 60 calendar days of such Subsequent S&P Rating Event, or take such other action as Party A may agree with S&P.
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Subsequent S&P Rating Event. In the event that neither Party A (or its successor or permitted transferee) nor any Credit Support Provider from time to time in respect of Party A has the Subsequent S&P Required Rating (a Subsequent S&P Rating Event) then Party A will, at its own cost and expense: (a) within the Replacement Option 3 Collateral Remedy Period if Replacement Option 3 applies or otherwise as required by the Credit Support Annex post collateral under the provisions of the Credit Support Annex (or if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral (and Party B has not transferred the same amount of equivalent collateral back to Party A) under the Credit Support Annex pursuant to Part 5(f)(i)(a) of this Schedule following an Initial S&P Rating Event, continue to provide collateral if required under the provisions of the Credit Support Annex); and (b) within the Subsequent Remedy Period use reasonable efforts to:
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Subsequent S&P Rating Event. In the event that neither Party A nor any Credit Support Provider from time to time of Party A has the Subsequent S&P Required Rating (a "Subsequent S&P Rating Event"), then: (i) Party A shall, within the Collateral Remedy Period, post collateral in accordance with the terms of the Credit Support Annex (unless Option 4 has been elected in accordance with the S&P Substitution Provisions, in which case this sub-paragraph (i) shall not apply); and (ii) Party A shall use commercially reasonable efforts to, as soon as reasonably practicable, at its own cost:
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Subsequent S&P Rating Event. If a Subsequent S&P Rating Event has commenced and is continuing and Party A does not take one of the measures described in Part 5(e)(i)(B)(b) above following a Subsequent S&P Rating Event, notwithstanding that reasonable efforts may have been used (irrespective of Party A continues to post collateral as required by Part 5(e)(i)(B)(a), and notwithstanding Section 5(a)(ii)) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A, which shall be deemed to have occurred on the next Business Day (as defined in the Confirmation in respect of the Transaction under this Agreement other than the Transaction constituted by the Credit Support Annex) following the last day of the Non-Collateral Remedy Period with Party A as the sole Affected Party and all Transactions as Affected Transactions.
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Related to Subsequent S&P Rating Event

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Trigger Event The term “Trigger Event” means any of the following: (a) a material default by Company under the Stockholders Agreement, other than a material breach of a representation or warranty, that is not cured during any specified cure periods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within [**] days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within [**] days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4 (b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent counsel pursuant to the terms of a Client and Billing Agreement or Patent Management Agreement, if any, after an opportunity of at least [**] days to cure such failure after written notice thereof, or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; provided that the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to Company or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or more Large Pharmaceutical Company(-ies) and such Large Pharmaceutical Company(-ies) remain in material compliance with the terms and conditions of its or their sublicense(s) relating to this Agreement and the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to a sublicensee or acquirer of Company that is a Large Pharmaceutical Company that seeks protection under applicable bankruptcy laws for the purpose of reorganizing and continuing to operate if such sublicensee or acquirer of Company remains in material compliance with the terms and conditions of its sublicense relating to this Agreement.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.

  • Deliverables at Triggering Event Dates; Certificates The Company agrees that on or prior to the date of the first Issuance Notice and, during the term of this Agreement after the date of the first Issuance Notice, upon: (A) the filing of the Prospectus or the amendment or supplement of any Registration Statement or Prospectus (other than a prospectus supplement relating solely to an offering of securities other than the Shares or a prospectus filed pursuant to Section 4(a)(ii)(B)), by means of a post-effective amendment, sticker or supplement, but not by means of incorporation of documents by reference into the Registration Statement or Prospectus; (B) the filing with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-K or quarterly report on Form 10-Q), in each case, of the Company; or (C) the filing with the Commission of a current report on Form 8-K of the Company containing amended financial information (other than information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the offering of securities of the Company in the Agent’s reasonable discretion; (any such event, a “Triggering Event Date”), the Company shall furnish the Agent (but in the case of clause (C) above only if the Agent reasonably determines that the information contained in such current report on Form 8-K of the Company is material) with a certificate as of the Triggering Event Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented, (A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) confirming that the Company has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth in Section 5(a)(iii) hereof, and (C) containing any other certification that the Agent shall reasonably request. The requirement to provide a certificate under this Section 4(o) shall be waived for any Triggering Event Date occurring at a time when no Issuance Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Shares hereunder (which for such calendar quarter shall be considered a Triggering Event Date) and the next occurring Triggering Event Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Triggering Event Date when a suspension was in effect and did not provide the Agent with a certificate under this Section 4(o), then before the Company delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 4(o) dated as of the date that the instructions for the sale of Shares are issued.

  • Triggering Event A "Triggering Event" shall have occurred if the Merger Agreement is terminated and Grantee then or thereafter becomes entitled to receive the Termination Fee pursuant to Section 8.5(b) of the Merger Agreement.