Constraining Circumstance definition

Constraining Circumstance means, with respect to any proposed purchase of Executive Shares by the Company, any noncompliance in any respect with any Loan Agreement (including, without limitation, any covenant directly prohibiting such purchase), or any circumstance that, with or without the giving of notice or the lapse of time, or both, would be a default or event of default under any Loan Agreement.
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Constraining Circumstance means either (i) the payment of interest to the holder of this Note by the Company (or the payment by a Subsidiary of the Company to the Company of funds for the purpose of paying interest to the holder of this Note) would result in a breach by the Company (or such Subsidiary) of one or more covenants in the Senior Credit Agreement or (ii) in the reasonable good faith judgment of the board of directors of the Company, the Company does not have funds available to permit it to pay accrued but unpaid interest in full to the holder of this Note.
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Constraining Circumstance means, with respect to any proposed purchase of Shares covered by a valid Annual Put Exercise Notice, any noncompliance in any respect with any Loan Agreement (including, without limitation, any covenant directly prohibiting such purchase), or any circumstance that, with or without the giving of notice or lapse of time, or both, would be a default or event of default under any Loan Agreement.
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Examples of Constraining Circumstance in a sentence

  • The Company shall pay to the holder of this Note all accrued interest on the last Business Day of each month (each, a "Monthly Payment Date"), beginning June 30, 2001, provided, however, that, if a Constraining Circumstance exists and is continuing on such payment date, only those funds which could be paid without a Constraining Circumstance occurring and continuing shall be used to pay interest to the holders of the Notes.

  • The Company shall pay to the holder of this Note all accrued interest on the last day of each December, March, June and September, beginning December 31, 1999; PROVIDED, HOWEVER, that, if a Constraining Circumstance exists and is continuing on such payment date, only those funds which could be paid without a Constraining Circumstance occurring and continuing shall be used to pay interest to the holders of the Notes.

  • To the extent any Shares covered by valid Annual Put Exercise Notices are not purchased in the applicable Notice Year due to any Constraining Circumstance, such Shares shall again become eligible for the exercise of a Put Right in the next year (subject to expiration of the Put Right as provided in subparagraph 15(j) below).

Related to Constraining Circumstance

  • Exigent Circumstance means a Covered Person either has a Condition that may seriously jeopardize his or her life, health, or ability to regain maximum function or is undergoing a current course of treatment using a non-Formulary medication. The request for an expedited review should include the following support:

  • Special Circumstance means an event where, in the opinion of the Bank acting reasonably and in good faith, an amendment or a change is made to a taxation act or regulation, to taxation practices, policies or administration, to the interpretation of a taxation act or regulation or taxation practice, policy or administration; or an event occurs, now or in future, caused by circumstances beyond the control of the Bank making it illegal or disadvantageous, from a legislative or regulatory point-of-view, or disadvantageous, from a financial point- of-view, for the Bank to allow the Deposits of such series to remain outstanding. As provided hereunder, certain other extraordinary events affecting the underlying interest may be deemed to constitute a Special Circumstance and entitle the Bank to proceed with a Reimbursement Under Special Circumstances.

  • Exigent Circumstances means circumstances where collection or disclosure is urgently necessary, such that procedures that would otherwise be required cannot be followed.

  • Special Circumstances means either or both of the following:

  • Exceptional Circumstances means disclosure:

  • Unforeseen Circumstances means changes in circumstances affecting a Covered Species or the Covered Lands that could not reasonably have been anticipated by the Parties at the time of the HCP’s negotiation and development, and that result in a substantial and adverse change in the status of the Covered Species.

  • Circumstance means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Uncontrollable Circumstance means any event which:

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Change in Circumstance means any significant change to you, including but not limited to:

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Indenture Event of Default means an "Event of Default" as defined in the Indenture.

  • Organic Documents with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Servicer Event of Default wherever used herein, means any one of the following events:

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Organic Document means, relative to any Person, its certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any of such Person’s Capital Stock.

  • Event of Default has the meaning specified in Section 8.01.

  • Material Event of Default means any Event of Default arising under Section 10.01(a), 10.01(b) (solely with respect to a default related to Section 8.01, 8.20 or 9.13), 10.01(f), 10.01(i), 10.01(j), 10.01(n) or 10.01(o).