Definition of Single Purpose Entity Sample Clauses

Definition of Single Purpose Entity. (i) Borrower Criteria. With respect to the Borrowers a “Single Purpose Entity” means a corporation, limited partnership or limited liability company which, at all times since its formation or change to a Single Purpose Entity and thereafter complies with the following provisions and includes substantially similar provisions in its Entity Agreement (hereinafter defined): (A) Notwithstanding any other provision of any articles of incorporation, bylaws, limited partnership agreement, limited liability company agreement, operating agreement or any other document governing the formation, management or operation of any Borrower (each an “Entity Agreement”), and notwithstanding any provision of law that otherwise so empowers any Borrower, its members, partners, Board, any officer or any other Person, in addition to any other limitations set forth in its Entity Agreements, neither the members, partners, Board nor any officer nor any other Person shall be authorized or empowered, nor shall they permit such Borrower to, and such Borrower shall not, without the prior unanimous written consent of the member or members, shareholders or partners (as applicable) and the Board (including all Independent Directors), general partner or manager (as applicable), take any Material Action, provided, however, that a Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacity. (B) if such Borrower is (1) a limited liability company (other than a single member limited liability company which satisfies the requirements of clause (C) below, in which case satisfaction of the provisions of §7.21(b)(ii) is not required), has had and shall have at least one (1) member that satisfies the requirements of §7.21(b)(ii) below and such member is its managing member, or (2) a limited partnership, all of its general partners have satisfied and shall satisfy the requirements of §7.21(b)(ii) below; (C) if such Borrower is a single member limited liability company, (1) such entity shall be formed and organized under Delaware law and otherwise comply with all other criteria of Agent for single member limited liability companies (including, without limitation, the inclusion of a Springing Member); and (2) such entity shall have at least two (2) Independent Directors on its Board; (D) if such Borrower is a corporation, has had and shall have at least two (2) Independent Directors on its board of directors; (...
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Definition of Single Purpose Entity. (a) Borrower Criteria. With respect to Borrower, a "SINGLE PURPOSE ENTITY" means a corporation, limited partnership or limited liability company which, at all times since its formation and thereafter: (i) has not engaged and shall not engage in any business or activity other than with respect to Borrower, the ownership, operation and maintenance of the Property, and activities incidental thereto, including, without limitation, the operation and leasing of Additional Overflow Parking Lots; (ii) has not acquired or owned and shall not acquire or own any assets other than with respect to Borrower, the Property and such incidental Personal Property as may be necessary for the operation of the Property and Additional Overflow Parking Lots. Except as expressly provided in this Loan Agreement, Borrower may not acquire additional property (whether through purchase or lease of additional land) without the prior written consent of Lender, which consent may be conditioned upon receipt of a Rating Confirmation; (iii) if such entity is (A) a limited liability company (other than a single member limited liability company which satisfies the requirements of clause (iv) below), has had and shall have at least one (1) member that satisfies the requirements of Section 7.02(b) below and such member is its managing member, or (B) a limited partnership, all of its general partners have satisfied and shall satisfy the requirements of Section 7.02(b) below, and, in the event of either (A) or (B), shall have at least one (1) Independent Director/Manager on its board of directors/managers; provided however if this Loan becomes part of a securitization and any Rating Agency's criteria at such time requires at least two (2) Independent Directors/Managers, Borrower shall appoint, or cause the appointment of, a second Independent Director/Manager; (iv) if such entity is a single member limited liability company, (A) such entity shall be formed and organized under Delaware law and otherwise comply with all other Rating Agency criteria for single member limited liability companies (including, without limitation, the inclusion of a "springing member" and delivery of Delaware single member limited liability company opinions acceptable in all respects to Lender and to the Rating Agencies); and (B) such entity shall have at least one (1) Independent Director/Manager on its board of directors/managers; provided however if this Loan becomes part of a securitization and any Rating Agency's cri...
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Definition of Single Purpose Entity. Single-Purpose Entity" means a ----------------------------------- corporation, limited partnership or limited liability company which at all times since its formation and thereafter:
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Definition of Single Purpose Entity 
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Related to Definition of Single Purpose Entity

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Definition of Affiliate The term “Affiliate” shall mean an entity that is directly or indirectly owned, operated, or controlled by another entity.

  • Definition of the Term Business Day". For purposes of this Agreement, "Business Day" means any day on which the New York Stock Exchange, Inc. is open for trading.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Definition The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):

  • Definition of Change of Control For purposes of this Agreement, “Change of Control” shall mean:

  • Definitions Etc For purposes of this Section 5 and Section 7: The issuance of any warrants, options or other subscription or purchase rights with respect to shares of Common Stock and the issuance of any securities convertible into or exchangeable for shares of Common Stock (or the issuance of any warrants, options or any rights with respect to such convertible or exchangeable securities) shall be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share which may be received by the Company for such Common Stock (as hereinafter determined) shall be less than the Purchase Price at the time of such issuance and, except as hereinafter provided, an adjustment in the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon each such issuance in the manner provided in Section 5. 1. Any obligation, agreement or undertaking to issue warrants, options, or other subscription or purchase rights at any time in the future shall be deemed to be an issuance at the time such obligation, agreement or undertaking is made or arises. No adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made under Section 5.1 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any adjustment shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any convertible securities (or upon the issuance of any warrants, options or any rights therefor) as above provided. Any adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant with respect to this Section 5.2 which relates to warrants, options or other subscription or purchase rights with respect to shares of Common Stock shall be disregarded if, as, and to the extent that such warrants, options or other subscription or purchase rights expire or are canceled without being exercised, so that the Purchase Price effective immediately upon such cancellation or expiration shall be equal to the Purchase Price that otherwise would have been in effect at the time of the issuance of the expired or canceled warrants, options or other subscriptions or purchase rights, with such additional adjustments as would have been made to that Purchase Price had the expired or cancelled warrants, options or other subscriptions or purchase rights not been issued. For purposes of this Section 5.2, the "Net Consideration Per Share" which may be received by the Company shall be determined as follows:

  • Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:

  • Definition of the Terms “Business Day”, “Affiliate” and “Subsidiary”. For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

  • Definition of Person The term “person” as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, group, partnership or other entity or individual.

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