Disenfranchisement. (a) For so long as a member of the Group or any Affiliate of a member of the Group (i) beneficially owns a participation in the Senior Secured Notes Outstandings; or (ii) has entered into a sub-participation agreement relating to a participation in the Senior Secured Notes Outstandings or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:
(i) in ascertaining whether:
(A) the agreement of the Senior Secured Required Holders;
(B) any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Secured Credit Participations; or
(C) the agreement of any specified group of Primary Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that participation in the Senior Secured Notes Outstandings shall be deemed to be zero and that member of the Group or Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a “Counterparty”)) shall be deemed not to be a Senior Secured Noteholder (in the case of the Senior Secured Notes Outstanding).
(b) For so long as a member of the Group or any Affiliate of a member of the Group (i) beneficially owns an interest in the Super Senior Liabilities; or (ii) has entered into a sub-participation agreement relating to an interest in the Super Senior Liabilities or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:
(i) in ascertaining whether:
(A) the agreement of the Majority Super Senior Creditors;
(B) any relevant percentage (including, for the avoidance of doubt, unanimity) of Super Senior Credit Participations; or
(C) the agreement of any specified group of Primary Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that interest in the Super Senior Liabilities shall be deemed to be zero and that member of the Group or Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a “Counterparty”)) shall be deemed not to be a Super Senior Creditor (in the case of the Super Senior Liabilities)
Disenfranchisement. For so long as any member of the Group:
Disenfranchisement. In determining whether Loan Note Holders of the required principal amount of Loan Notes have concurred in any direction, waiver or consent, Loan Notes owned by the Transferor, the Originator or by any Affiliate of the Transferor or Originator shall be disregarded, provided that this shall not affect the requirement to obtain the consent of the Originator, the Transferor and/or any Affiliate of the Originator or the Transferor where such persons together hold 100 per cent. of any Series (or any Class of any Series) of Loan Notes or of the relevant Associated Debt and the modification is a Basic Terms Modification which affects such Series (or Class) of such Loan Notes or Associated Debt. The Security Trustee may assume without enquiry (other than requesting a certificate of the Loan Note Issuer) that no Loan Notes or Associated Debt are for the time being held by or for the benefit of the Transferor, the Originator or any Affiliate of the Transferor or the Originator.
Disenfranchisement. 24.2.1 For so long as a Related Lender:
(a) beneficially owns a Commitment; or
(b) has entered into a sub participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining:
(i) the Majority Lenders; or
(ii) whether:
(A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or
(B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero and such Related Lender or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Related Lender it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).
24.2.2 Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Related Lender (a Notifiable Debt Purchase Transaction).
24.2.3 A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party:
(a) is terminated; or
(b) ceases to be with a Related Lender.
24.2.4 Each Related Lender that is a Lxxxxx agrees that:
(a) in relation to any meeting or conference call to which the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Facility Agent or, unless the Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and
(b) in its capacity as Lender, unless the Facility Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Facility Agent or one or more of the Lenders.
Disenfranchisement. At any time after an Additional Contribution Default (except if the Non-Defaulting Member withdraws its Additional Capital Contribution pursuant to Section 4.3(b)(ii)(A)), the Defaulting Member shall have no representatives on the Executive Committee and no vote on any matter coming before the Members, except that such Defaulting Member’s consent still shall be required with respect to the items set forth in Section 5.4. The disenfranchisement pursuant to this Section 4.3(c) shall end at such time as the Defaulting Member has paid the Dilution Interest Payment Amount or Default Loan (plus Default Loan Interest), as applicable, or a Default Repayment Event has occurred.
Disenfranchisement. In relation to any Board or Shareholder meeting or resolution where a Conflict Matter is or is to be considered:
(a) the Shareholder who is not the Conflicted Shareholder may elect not to permit the Conflicted Shareholder or Conflicted Director to participate in any discussions of the Conflict Matter;
(b) the Conflicted Shareholder or any Conflicted Director shall not be entitled to vote in relation to the Conflict Matter, and any vote or purported vote shall be disregarded for the purposes of determining whether a resolution in respect of a Conflict Matter has passed; and
(c) the presence or vote of the Conflicted Shareholder or any Conflicted Director shall not be required in order to meet any quorum requirement set out in this Agreement or pass any resolution and, if any meeting would be quorate or resolution validly passed but for the absence or vote of the Conflicted Shareholder or Conflicted Director, the meeting shall be deemed to be quorate or resolution shall be deemed to be validly passed, as applicable.
Disenfranchisement. Whilst deposited in the Clearing Systems, Notes may be tradable in amounts other than their Denominations in certain circumstances. If the Global Note is exchanged for Definitive Notes, such Definitive Notes will be issued in the Denominations only and Noteholders who do not hold integral multiples of the Denominations may have difficulties realising the value of that part of their investment representing less than a whole Denomination, may not be able to receive interest or principal in respect of such amount and may not be able to cast a vote in respect of such principal amount.
Disenfranchisement. (a) For so long as any member of the Group:
(i) beneficially owns a Commitment; or
(ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, then, in ascertaining:
Disenfranchisement. In determining whether Loan Note Holders of the required principal amount of Loan Notes have concurred in any direction, waiver or consent, Loan Notes owned by the Transferor, the Originator or by any Affiliate of the Transferor or Originator shall be disregarded, provided that this shall not affect (a) the ability of the Originator, the Transferor and/or any Affiliate of the Transferor or the Originator to approve any waiver, authorisation, consent or modification relating specifically to a particular Series (or any Class of any Series) of Loan Notes or of the relevant Associated Debt where such persons together hold 100 per cent. of such Series (or Class) of such Loan Notes or of the relevant Associated Debt, or (b) the requirement to obtain the consent of the Originator, the Transferor and/or any Affiliate of the Originator or the Transferor, where such persons together hold 100 per cent. of any Class of any Series of Loan Notes or of the relevant Associated Debt, to any Basic Terms Modification in respect of any other Class of Loan Notes in the same Series as such Class of Loan Notes or Associated Debt which affects such Class of Loan Notes or Associated Debt. Unless the Transferor notifies the Security Trustee otherwise, the Security Trustee may assume without enquiry (other than requesting a certificate of the Loan Note Issuer) that no Loan Notes or Associated Debt are for the time being held by or for the benefit of the Transferor, the Originator or any Affiliate of the Transferor or the Originator.
Disenfranchisement. For so long as a member of the Group:
(i) beneficially owns an Interim Commitment or an amount outstanding under this Agreement; or
(ii) has entered into a sub-participation agreement relating to an Interim Commitment or amount outstanding under this Agreement or any other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining the Majority Lenders and/or the Super Majority Lenders or whether any other given percentage (including, for the avoidance of doubt, unanimity) of Total Interim Commitments or the agreement of any specified group of Interim Lenders has been obtained in order to approve any request for a consent, waiver, amendment or other vote under the Interim Documents, the aggregate of any such Interim Commitments or amounts shall be deemed to be zero and such member of the Group shall be deemed not to be an Interim Lender (other than for the purposes of this Clause 21.12).
