Board Rights Termination Date definition

Board Rights Termination Date has the meaning set forth in Section 6.1(b).
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Board Rights Termination Date means, with respect to any Purchaser, the date on which such Purchaser and such Purchaser’s Affiliates together own an amount of Class A Preferred Units (together with Class A Preferred Units deemed to be owned in respect of Common Units previously issued upon conversion of Class A Preferred Units (calculated in accordance with the succeeding sentence)) that is less than 20% of the total number of Preferred Units issued at the Class A Closing Date and Class A PIK Units not previously redeemed pursuant to this Agreement (such number, the “Minimum Ownership Threshold”). For purposes of calculating the Minimum Ownership Threshold with respect to a particular Purchaser, to the extent that such Purchaser has previously converted all or any portion of its Class A Preferred Units into Common Units and retains all or any portion of such Common Units, the Common Units shall be deemed to represent a number of Class A Preferred Units based on the weighted average number of Common Units issued in each conversion.
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Board Rights Termination Date means, the earlier of (i) the earlier to occur of (A) the Holder Ownership Percentage being reduced to less than twenty-five percent (25%) or (B) the Holders and their Affiliates, collectively, no longer constituting the largest holder of the Fully-Diluted Common Equity or (ii) the waiver of Section 2.1.2 by an Independent Committee.
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Examples of Board Rights Termination Date in a sentence

  • From and after the Board Rights Termination Date, the rights of the Purchaser in this Section 1 and Section 2 shall cease.

  • This Agreement shall terminate on the later of the Board Rights Termination Date, the expiration of the Voting Period, and the Standstill Termination Date, except that the provisions of Section 6 shall survive any termination of this Agreement and except that no party to this Agreement shall be relieved or released from liability for damages arising out of a breach of this Agreement before such termination.

  • In the event that GoldenTree does not deliver an Election Notice within ten (10) Business Days of receipt of notice from the Partnership of the occurrence of the Board Rights Termination Date with respect to the Blackstone Purchasers, the prior written consent of GoldenTree shall not be required for the Partnership or any of its Subsidiaries to take the actions described in clauses (A) – (E) below unless and until a VWAP Trigger Event occurs and GoldenTree delivers an Election Notice.

  • From and after the Board Rights Termination Date, the rights of the Purchasers in Sections 1(a) and 1(b) shall cease.

  • Each such Observer Notice shall remain effective until the earlier of (i) the date it is revoked in writing by the CPP Holder, (ii) the date on which the CPP Holder replaces it with a revised Observer Notice and (iii) the Board Rights Termination Date (as defined below).

  • The number of Managers serving on the Board may be decreased at any time after the Board Rights Termination Date by unanimous vote of the Common Managers.

  • In addition, the Securities Purchase Agreement provides PTC with certain registration rights, including the right to require the Issuer to register with the SEC all or a portion of PTC’s registrable securities (as defined in the Securities Purchase Agreement) at any time after the earlier of May 17, 2021 and the Board Rights Termination Date and piggyback rights with respect to registration statements and underwritten offerings of the Issuer, pursuant to the terms of the Securities Purchase Agreement.

  • This Agreement shall terminate with respect to each Purchaser (and the NRP Entities’ rights with respect to and obligations to such Purchaser) on the Board Rights Termination Date applicable thereto, except that in any such case the provisions of this Section 5 shall survive any termination of this Agreement and except that no party to this Agreement shall be relieved or released from liability for damages arising out of a breach of this Agreement before such termination.

  • From and after the Board Rights Termination Date, the rights of the Investor Partners in this Section 6.1(b) shall cease.


More Definitions of Board Rights Termination Date

Board Rights Termination Date and such period from the date of this Agreement to the Board Rights Termination Date, the “Observation Period”), the Company hereby grants the Purchaser the option and right, exercisable at any time during the Observation Period by delivering a written notice of such appointment to the Company (the “Observer Notice”), to appoint a single representative (the “Board Observer”), to attend all meetings (including, without limitation, telephonic meetings) of the full Board during the Observation Period in an observer capacity. The Board Observer shall not constitute a member of the Board and shall not be entitled to vote on, or consent to, any matters presented to the Board. For the avoidance of doubt, the Board Observer shall have no right to attend any meeting of any committee of the full Board (each, a “Committee”). The Board Observer shall be provided access to all Board materials and information as provided on the same terms and in the same manner as provided to the other members of the Board. The Board Observer shall have the right to request to attend the executive sessions of the Board, subject to approval by the Board.
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Related to Board Rights Termination Date

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Optional Termination Date Any Distribution Date on or after which the Stated Principal Balance (after giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1 hereof.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Agreement Termination Date is defined in Section 7.4.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Optional Termination Price On any date after the Initial Optional Termination Date, an amount equal to the sum of (A) the aggregate Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan that has become an REO Property) as of the Distribution Date on which the proceeds of the Optional Termination are distributed to the Certificateholders, plus accrued interest thereon at the applicable Mortgage Rate as of the Due Date preceding the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders and the fair market value of any REO Property, plus accrued interest thereon as of the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders, (B) any unreimbursed out-of-pocket costs and expenses owed to the Master Servicer, the Trustee or the Securities Administrator (including any amounts incurred by the Securities Administrator in connection with conducting the Auction), a Servicer or the Master Servicer and any unpaid or unreimbursed Servicing Fees, Monthly Advances and Servicing Advances, (C) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to any of the Mortgage Loans of any predatory or abusive lending law and (D) in the event an Auction has been conducted, all reasonable fees and expenses incurred by the Securities Administrator to conduct the Auction.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Accrual Termination Date Not applicable.

  • Event Termination Date See Section 2(e) hereof.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).

  • Liquidity Termination Date means the earlier to occur of the following: