Change of Management Event definition

Change of Management Event means (a) Xx. Xxxxxxxx Xxxxxxxxxx ceases to be the chairman of the Board of Directors and a successor to Xx. Xxxxxxxx Xxxxxxxxxx that is reasonably satisfactory to the Required Lenders is not appointed within 90 days of the date that Xx. Xxxxxxxx Xxxxxxxxxx ceases to be the Chairman of the Board of Directors, or (b) any individual that is satisfactory to the Required Lenders as the Chairman of the Board of Directors ceases to be the Chairman of the Board of Directors and a successor that is reasonably satisfactory to the Required Lenders is not appointed within 90 days of the date that such individual ceases to be the Chairman of the Board of Directors.
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Change of Management Event shall be deemed to have occurred at such time as any two (2) of Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx become unable or cease to hold the respective positions held by such persons on the date of this Agreement, with all the responsibilities normally associated with such positions, provided, that, no Change of Management Event shall be deemed to have occurred if within one hundred twenty (120) days the Borrower shall have obtained the reasonable approval of the Required Banks, in their sole discretion, of one or more additional executives, such that the remaining and new management executives as a group, have substantial and sufficient knowledge, experience and capabilities in the management of a company engaged in the operation of a multi-asset real estate business of the type engaged in by the Borrower.
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Change of Management Event means the departure, mental incapacity or material reduction in authority or responsibility of Jamex X. XxXxxxx xx President of the Borrower, and the failure of the Borrower to promptly elect a replacement for him satisfactory to the Lender in the Lender's reasonable judgement; provided that, if until such replacement is elected, the Borrower's existing operating superintendent serves as chief operating officer of the Borrower then the Borrower shall have up to 120 days to elect such replacement.
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Examples of Change of Management Event in a sentence

  • If a Change of Ownership Event or a Change of Management Event shall occur.


More Definitions of Change of Management Event

Change of Management Event. An event or series of events by which Xxxxxx X'Xxxxx is no longer (i) either President and Chief Executive Officer or Chairman of NexCen Brands and (ii) a Director of NexCen Brands, and a replacement satisfactory to the Agent has not been named within 120 days of such event.
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Change of Management Event shall be deemed to have occurred at such time as any two (2) of Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. XxXxx and Xxxxxx X. X’Xxxxx become unable or cease to hold the respective positions held by such persons on the date of this Agreement or any more senior position, with all the responsibilities normally associated with such positions, provided, that, no Change of Management Event shall be deemed to have occurred if within one hundred eighty (180) days the Borrower shall have obtained the reasonable approval of the Required Banks, in their sole discretion, of one or more additional executives, such that the remaining and new management executives as a group, have substantial and sufficient knowledge, experience and capabilities in the management of a company engaged in the operation of a multi-asset real estate business of the type engaged in by the Borrower.
Sample 1
Change of Management Event shall be deemed to have occurred at such time as any three (3) of Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. XxXxx and Xxxxxx X. X’Xxxxx become unable or cease to hold the respective positions held by such persons on the date of this Agreement or any more senior position, with all the responsibilities normally associated with such positions, provided, that, no Change of Management Event shall be deemed to have occurred if within one hundred eighty (180) days the Borrower shall have obtained the reasonable approval of the Agent, in its sole discretion, of one or more additional executives, such that the remaining and new management executives as a group, have substantial and sufficient knowledge, experience and capabilities in the management of a company engaged in the operation of a multi-asset real estate business of the type engaged in by the Borrower.
Sample 1
Change of Management Event means Craig J. Cerny, at any time and for any reason, ceases to be actively xxxxxxxx xx xhe management of the Company.
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Change of Management Event shall be deemed to have occurred at such time as any three (3) of James A. Ratner, Charles A. Ratner, Ronald A. Xxxxxx, Xxxxx J. XxXxx xxx Xxxxxt X. X’Xxxxx xxxxxe xxxxxx xx xxxxe to xxxx xxxxxx xxxxxtive positions with (and be involved in the daily management of) the Parent, or be a member of the board of directors of the Parent, provided, that, no Change of Management Event shall be deemed to have occurred if within one hundred eighty (180) days the Borrower shall have obtained the reasonable approval of the Agent, in its sole discretion, of one or more additional executives or members of the board of directors of the Parent, such that the remaining and new management executives and members of the board of directors of the Parent, as applicable, have substantial and sufficient knowledge, experience and capabilities, as a group, in the management of a company engaged in the operation of a multi‑asset real estate business of the type engaged in by the Borrower.
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Related to Change of Management Event

  • Change of Management means that Xxxxx Xxxx’x direct or indirect management responsibilities of Lead Borrower are materially diminished from those held by him as of the Closing Date, in each case, other than as a result of (a) death or (b) physical or mental incapacity.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Payment Event means any of the following:

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Adjustment Event means each of the following events:

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Change of Control means the occurrence of any of the following:

  • Significant Event means any Amortization Event or Event of Default.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Put Event means the occurrence of any of the following:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Potential Adjustment Event means any of the following:

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.