Deferral Event Subscription definition

Deferral Event Subscription has the meaning ascribed to such term in the Assignment and Set-Off Agreement;
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Deferral Event Subscription means, in respect of a Deferral Event, the agreement created hereby among TCPL, each Holder of Trust Notes — Series 2019-A from time to time and the Indenture Trustee under which (i) subject to Section 3.6, TCPL undertakes to issue and transfer TCPL Deferral Preferred Shares to each Holder of Trust Notes — Series 2019-A who is entitled to receive a payment of interest on the Trust Notes — Series 2019-A on a Deferral Event, in each case in the number calculated in relation thereto in Section 3.3(a), and (ii) such Holder of Trust Notes — Series 2019-A, through the Indenture Trustee acting for and on its behalf, has irrevocably subscribed for and agreed to acquire such TCPL Deferral Preferred Shares for a purchase price equal to the Deferral Event Subscription Proceeds, in each case made and becoming effective at the times, on the basis, in the manner and subject to the terms contemplated in this Agreement.
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Examples of Deferral Event Subscription in a sentence

  • Each Deferral Event Subscription shall be effected by the Trustee, acting pursuant to the Assignment and Set-Off Agreement, on behalf of the applicable Holders and TCPL.

  • The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2015-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment).

  • All TCPL Deferral Preferred Shares issued to Holders of Trust Notes — Series 2016-A, pursuant to the Deferral Event Subscription shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.

  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.Date: July 12, 2019By: /s/ Michael J.

  • All TCPL Deferral Preferred Shares issued to Holders of Trust Notes — Series 2017-A, pursuant to the Deferral Event Subscription shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.

  • The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2019-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment).

  • All TCPL Deferral Preferred Shares issued to Holders of Trust Notes — Series 2019-A, pursuant to the Deferral Event Subscription shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.

  • So long as any Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares are outstanding, TCPL shall perform all of the obligations to be performed by it hereunder in connection with the TCPL Deferral Preferred Share Provisions and the Deferral Event Subscription, as applicable, and shall exercise all of its rights with respect thereto in accordance with the Declaration of Trust, the Trust Indenture and the terms of this Agreement.

  • The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2017-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment).

  • The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2016-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment).

Related to Deferral Event Subscription

  • Deferral Notice has the meaning set forth in Section 3(i) hereof.

  • Annual Subscription means the subscription paid by a member in accordance with the Registered Clubs Act and being paid either annually or otherwise.

  • Redemption/Distribution Notice has the meaning set forth in paragraph 4(e) of Annex I.

  • Subscription Period means the duration of Customer’s authorized use of the Subscription Services as designated in the Order.

  • Deferral Date means the date Fees would otherwise have been paid to the Participant.

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • Termination Delivery Unit means (a) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (b) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent shall replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Optional Redemption Period shall have the meaning set forth in Section 6(a).

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Prepayment Distribution Trigger With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates.

  • Minimum Subscription means the minimum subscription for Shares as specified in the relevant Supplement.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Optional Redemption Notice Date shall have the meaning set forth in Section 6(a).

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Partial Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Deferral Year means each calendar year during which the Director makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.

  • Scheduled Distribution means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect to such Collateral Loan.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Deferral Account means the Company's accounting of the Director's accumulated Deferrals plus accrued interest.