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.
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.
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.

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

  • Extenuating Circumstances means the inability to perform at an optimum level arising from one or more of the reasons set out in clause 6.1.

  • 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 : shall mean one or more unavoidable circumstances, as determined by the ISO, that individually or collectively render as unavailable the data necessary for the ISO to perform an audit and review of a Market Party, pursuant to Section 23.4.5.6.2 of this Services Tariff. Exceptional Circumstances may include, but are not limited to: the inaccessibility of the physical facility; the inaccessibility of necessary documentation or other data; and the unavailability of information regarding the regulatory obligations with which the Market Party will be required to comply in order to return its Generator to service which regulatory obligations are not yet known but which will be made known by the applicable regulatory authority under existing laws and regulations provided that none of the above described circumstances are the result of delay or inaction by the Market Party. The magnitude of the repair cost, alone, shall not be an Exceptional Circumstance.

  • Reimbursement Under Special Circumstances means a special reimbursement of the Deposits, prior to the Maturity Date, in the circumstances and the manner described under “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Aggravated circumstances means circumstances in which a parent:

  • 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 act, event or condition that is:

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

  • Reasonable in the circumstances means using no more force than is needed.

  • 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 One or more of the events described in Section 7.01.

  • 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 articles or certificate of incorporation, or certificate of limited partnership or formation, its bylaws, partnership or operating agreement or other organizational documents, and all stockholders agreements, voting trusts and similar arrangements applicable to any of its capital stock, partnership interests or other ownership interests.

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

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Owner Event of Default shall have the meaning set forth in Section 18.3.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).