Extraordinary Major Decisions Sample Clauses

Extraordinary Major Decisions. Subject to the limitations set forth in Section 4(g)(iv) and the sixth, seventh and eighth paragraphs of Section 5(a), the Lead Special Servicer shall not approve or enter into a Major Decision that also constitutes an Extraordinary Major Decision without the approval of the Required Decision-Eligible Note A Holders (in addition to the satisfaction of the requirements of Section 5 if the Note B Holder is then the Controlling Noteholder) and, for such purpose, a failure by a Decision-Eligible Note A Holder to notify the Lead Special Servicer of an approval of or objection to such Extraordinary Major Decision in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days) after its receipt of the related Major Decision Reporting Package from the Lead Special Servicer shall be deemed to constitute its approval of such Extraordinary Major Decision. Notwithstanding any provision of Section 5(a) or any other provision of this Agreement to the contrary, with respect to each Major Decision that also constitutes an Extraordinary Major Decision, the Lead Special Servicer shall deliver the related Major Decision Reporting Package to each Decision-Eligible Note A Holder, simultaneously with the Lead Special Servicer’s request for the approval of the related Extraordinary Major Decision by the Required Decision-Eligible Note A Holders (it being acknowledged that, when the Note B-1 Holder is the Controlling Noteholder, no Note A Holders other than the Note A-1 Holder and/or the Note A-2 Holder may be Decision-Eligible Note A Holders), and, following such delivery of the related Major Decision Reporting Package, the Lead Special Servicer shall deliver a Major Decision Urgent Second Notice to each Decision-Eligible Note A Holder. In connection with each Extraordinary Major Decision, the Decision-Eligible Note A Holders may but need not consult with each other to consider whether the Extraordinary Major Decision should be approved or disapproved. Each Decision-Eligible Note A Holder who delivers to the Lead Special Servicer an affirmative approval of or objection to an Extraordinary Major Decision shall use commercially reasonable efforts to notify the other Decision-Eligible Note A Holders of such approval or objection but a failure to provide such notice shall not limit the effectiveness of the approval (or deemed approval) or objection delivered by such Decision-Eligible Note A Holder to the Lead Special ...
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Extraordinary Major Decisions. No act shall be taken, sum expended, ----------------------------- decision made, or obligation incurred by the Company except by the unanimous consent of all Members with respect to a matter within the scope of any of the extraordinary major decisions enumerated below (the "Extraordinary Major Decisions"). The Extraordinary Major Decisions shall include: (i) merger of the Company into another Entity or of an Entity into the Company, (ii) a change in the character of the business of the Company, (iii) a false or erroneous statement in the Articles, (iv) disposal of the goodwill of the Company, (v) submission of a claim of the Company to arbitration, (vi) confession of a judgment, (vii) commission of any act which would make it impossible for the Company to carry on its ordinary business, or (viii) an act that would contravene this Agreement.
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Related to Extraordinary Major Decisions

  • Extraordinary Events The Company is not authorized to accept as the Fund’s designee any individual purchase or redemption of shares in an amount which equals or exceeds the “Large Transaction Amount” for a Portfolio (as specified in Schedule C) where such order is the result of an “Extraordinary Event” of which the Company is aware, unless the Company has notified the Sponsor of such order as soon as practicable following the Company becoming aware of the Extraordinary Event and, with respect to purchases or redemptions of which the Company is aware as of 3:00 p.m. Eastern time on the trade date, in no event later than 3:00 p.m. Eastern time on the trade date. For these purposes, an “Extraordinary Event” shall mean an event outside normal operations such as an entire Account moving into or out of a Portfolio or an asset transfer arising from a merger, acquisition or divestiture. The Sponsor reserves the right to refuse any purchase order, or to delay settlement of any redemption order, which equals or exceeds the applicable Large Transaction Amount and results from an Extraordinary Event, which the Sponsor, in its sole discretion, deems disruptive or detrimental to the applicable Portfolio. The Sponsor reserves the right to amend or revise Schedule C at any time and will provide at least 24 hours’ advance notice of such revision to the Company.

  • Adjustment for Extraordinary Events The Purchase Price to be paid by the Holder upon exercise of this Warrant, and the consideration to be received upon exercise of this Warrant, shall be adjusted in case at any time or from time to time pursuant to Article XI of the Purchase Agreement as if such provisions were specifically set forth herein.

  • Consent Rights of the Majority Participants to Certain Actions For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:

  • EXTRAORDINARY SERVICES For any services other than those covered by the aforementioned, a special per hour charge will be made commensurate with the character of the service, time required and responsibility involved. Such services include but are not limited to excessive administrative time, attendance at closings, specialized reports, and record keeping, unusual certifications, etc. Managing General Partner agrees to report all funds in accordance with appropriate tax treatment. FEE SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT THERETO.

  • Adjustment for Consolidation, Merger or Other Reorganization Event (1) In the event of:

  • Extraordinary Transactions Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

  • Business Disruption; Condemnation There shall occur a cessation of a substantial part of the business of Borrowers and their Subsidiaries (taken as a whole) for a period which materially adversely affects the capacity of Borrowers and their Subsidiaries to continue their business on a profitable basis; or any Borrower, any of its Subsidiaries or any Guarantor shall suffer the loss or revocation of any material license or permit now held or hereafter acquired by such Borrower, such Subsidiary or such Guarantor which is necessary to the continued or lawful operation of a material portion of the business of Borrowers and their Subsidiaries (taken as a whole); or any Borrower, any of its Subsidiaries or any Guarantor shall be enjoined, restrained or in any way prevented by court, governmental or administrative order from conducting all or any material part of the business affairs of Borrowers and their Subsidiaries (taken as a whole); or any material lease or agreement pursuant to which any Borrower, any of its Subsidiaries or any Guarantor leases, uses or occupies any Property shall be canceled or terminated prior to the expiration of its stated term, except any such lease or agreement the cancellation or termination of which could not reasonably be expected to have a Material Adverse Effect; or any material portion of the Collateral shall be taken through condemnation or the value of such Property shall be materially impaired through condemnation, except for any such condemnation that would not reasonably be expected to have a Material Adverse Effect.

  • Liquidation Events (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii).

  • Recapitalization, Exchanges, etc. Affecting the Common Units The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

  • Reorganization Events In the event of:

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