Eligible Nominated Financing Sample Clauses

Eligible Nominated Financing. Borrowers may from time to time request financing of a Nominated Financing by submitting to Administrative Agent an Underlying Financing Proposal Certificate substantially in the form of Exhibit A to Appendix 2A, B or C, as applicable, and including all reports, documents and information specified on Appendix 2A, B or C, as applicable, to be attached thereto, including the initial draft Underlying Financing Specification, and all other documents or information reasonably requested by Administrative Agent in connection with its Approval Process (a “Proposal Package”). Upon receipt of a Proposal Package, Administrative Agent may request additional documents or information that it reasonably determines is necessary for its review. If the Underlying Financing securing the Nominated Financing complies with the Underlying Financing Criteria (an “Eligible Nominated Financing”), Administrative Agent will, subject to Section 7.2.1, review and make a determination whether it approves or declines the financing of such Eligible Nominated Financing within 10 Business Days, subject to the extension set forth in this Section 7.1.1, after receipt of the complete Proposal Package for such Eligible Nominated Financing including all other documents or information reasonably requested by Administrative Agent in connection with its Approval Process (such 10 Business Day period, the “Decision Period”). Administrative Agent may, without notice, extend the Decision Period for a period of time up to ten (10) Business Days if Administrative Agent reasonably determines additional time is necessary to complete its review of such Eligible Nominated Financing due to the fact that the Underlying Borrower, Underlying Obligor or the type of Contract (as defined in Appendix 7) identified in the Proposal Package or the Underlying Financing Agreement in connection with the Underlying Project has not been previously reviewed and approved by Administrative Agent, or such Underlying Borrower or Underlying Obligor does not have a published rating from either Xxxxx’x or S&P or technology or structural considerations. If the Decision Period, as may be extended as provided herein, with respect to a Nominated Financing has expired and Administrative Agent has not delivered a Notice of Approval with respect to such Nominated Financing, Administrative Agent shall be deemed to have declined to finance such Nominated Financing. The Administrative Agent will review no more than five (5) Proposal Packages...
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Eligible Nominated Financing. Borrowers may on either the second (2nd) or fourth (4th) Friday of each calendar month, request financing of a Nominated Financing that complies with the Underlying Financing Criteria (an “Eligible Nominated Financing”) by submitting to Administrative Agent a draft Credit Date Certificate, and including all reports, documents, applicable representations and information specified on Appendix 2A or B, as applicable (including, for any Approved Financing (Land Assets), the Land Lease Diligence Documents), required to be attached thereto and the Underlying Financing Specification for such Nominated Financing (a “Proposal Package”). The Administrative Agent shall have three (3) Business Days after receipt of both a complete Proposal Package with respect to such Eligible Nominated Financing and all documents required to be delivered by the Borrowers pursuant to Section 6.2, to review and, if such Proposal Package and such documents satisfy the requirements of this Agreement, the Administrative Agent, shall countersign the Underlying Financing Specification for such Eligible Nominated Financing and return the same to the Borrower Agent. The Administrative Agent will review no more than five (5) Proposal Packages at any one time.
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Related to Eligible Nominated Financing

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Alternative Employment An employer, in a particular redundancy case, may make application to the Commission to have the general severance pay prescription varied if the employer obtains acceptable alternative employment for an employee.

  • HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance.

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