Failing Investor definition

Failing Investor means any Investor (other than a Non-Consenting Investor or Non-Consenting Rollover Investor) that fails to fund its Commitment or transfer and contribute its Shares subject to its Rollover Commitment, as applicable, as provided in, and subject to, the other provisions of this Agreement, including Section 2.2, or provides notice that it will not fund its Commitment (either in its entirety or to pay such Investor’s portion of the Parent Termination Fee) or that it will not transfer or contribute Shares in accordance with its Rollover Commitment in breach of the other provisions of this Agreement or following an order by a court of competent jurisdiction requiring such Initial or Joining Investor to so fund its Commitment or the Rollover Investor to contribute and transfer the Rollover Shares to Parent pursuant to the Rollover Agreement.
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Failing Investor shall have the meaning set forth in Section 2.5(d).
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Examples of Failing Investor in a sentence

  • If Parent, acting at the direction of the Requisite Investors, determines to enforce the remedy described in the preceding sentence against any Failing Investor, it must do so against all Failing Investors.

  • In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof.

  • For the avoidance of doubt, any Breach of the Starwood Rollover Investor or Starwood Cash Investor shall be deemed a Breach of the other, and they shall, collectively, be a Failing Investor.

  • For the avoidance of doubt, an Investor is not a “Failing Investor” if such Investor is ready, willing and able to consummate its Equity Commitment at the Closing (which shall be confirmed in writing by such Investor if requested by the other Investor) but has not actually consummated its Equity Commitment solely because the other Investor that is a Failing Investor has not consummated its Equity Commitment.

  • If any Investor determines to enforce any remedies described in the first sentence against any Failing Investor, such Investor must do so against all Failing Investors.

  • Following any Failing Investor Breach by a Failing Investor, any Investor that is a Funding Investor may fund at its sole discretion any unpaid amount of such Failing Investor’s portion of the Equity Commitment on the same terms as the contribution made pursuant to such Funding Investor’s Equity Commitment Letter.

  • For so long as such Pending Investor complies with its agreements in this Section 3.3, then such Pending Investor shall not be considered a Failing Investor (unless such Pending Investor does not fulfill its Equity Commitment promptly upon receipt of all Required Consents).

  • In the event that an Investor is a Failing Investor, the Parties agree that any Funding Investor shall be entitled, in its discretion, to specific performance of the terms of this Agreement, whether before or after the Closing, together with any costs of enforcement incurred by such Funding Investor in seeking to enforce such remedy (without bond or other security being required).

  • In the event the Merger Agreement is terminated and the Closing has not been consummated as a result of a Breach by a Failing Investor, the Failing Investor shall be responsible for, and shall promptly reimburse the other Investor for, 100% of all Expenses (and shall be deemed to have a Pro Rata Share of 100% (and the other Investor 0%) for purposes of Section 2.9).

  • It is understood that other than as set forth in the immediately preceding sentence, the Lead Investor shall not be obligated to pay an amount pursuant to the Limited Guarantee and this Section 2.13 that, in the aggregate, exceeds the Maximum Amount (as defined in the Limited Guarantee) it is obligated to pay pursuant to the Limited Guarantee unless the Lead Investor is a Failing Investor.

Related to Failing Investor

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Defaulting Investor means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

  • Purchasing Party means a Party requesting or receiving a Service from the other Party under this Agreement.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Anchor Investor means a Qualified Institutional Buyer applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the RHP and who has Bid for an amount of at least ₹ 100 million and the term “Anchor Investors” shall be construed accordingly.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Public purchasing body means the State or the subdivision or agency making a public purchase. Government Code Section 4550.

  • Lead Investor means Cavalry Fund I LP.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • Initiating Party means a party who gives notice under section 2 of this Schedule;

  • investor of a Party means a Party or state enterprise thereof, or a person of that Party, that seeks to make, makes, or has made an investment; and

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Disposing Member is defined in Section 4.1.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Majority Holder as used in Section 7.4 hereof shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of shares of Common Stock (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all the Registrable Securities.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.