Intervening Entity definition

Intervening Entity. As defined in the definition of Change of Control.
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Intervening Entity means, as applied to any Limited Partner at any time, any Person the value of which at such time consists principally of its direct or indirect ownership of interests in, or obligations of, the Partnership or Canadian Holdco. Without limiting the foregoing, the parties stipulate that, as of the date hereof, TMI and TMI's general partner are Intervening Entities.
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Intervening Entity means, as applied to any Stockholder at any time, any Person the value of which at such time consists principally of its direct or indirect ownership of equity securities in, or obligations of, the Company. Without limiting the foregoing, the parties stipulate that, as of the date hereof, (i) TMI and TMI’s general partner are Intervening Entities with respect to TMI Sub, (ii) Motient Ventures Holding Inc. and MVH Holding Inc. are Intervening Entities with respect to Motient Sub, and (iii) MSV Investor Holdings, Inc. is an Intervening Entity with respect to MSV Investors.
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Examples of Intervening Entity in a sentence

  • Each Intervening Entity has the power and authority to be a partner or member, as applicable, in each Person that it is a partner or member in, including the Persons as shown on Schedule 4.1(A)-2.

  • Each Loan Party and each Intervening Entity is in compliance with all Legal Requirements (including, without limitation, the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state securities law and “Blue Sky” laws) applicable to it and its business, where the failure to so comply would reasonably be expected to result in a Material Adverse Effect.

  • Keep, and cause each Intervening Entity to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of each Loan Party and each Intervening Entity in accordance with GAAP.

  • Comply, and cause each Intervening Entity to comply, in all material respects, with all applicable Legal Requirements, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970.

  • As of the Closing Date, after giving effect to the transactions contemplated hereby, Borrower does not have any Indebtedness other than Permitted Indebtedness, no Intervening Entity has any Indebtedness and no Property Owner has any Indebtedness other than the Senior Loan and Indebtedness permitted under the Senior Loan Documents.

  • All of the outstanding Equity Interests in each Loan Party and each Intervening Entity have been validly issued, are fully paid and non-assessable and to the extent owned by such Loan Party or one or more Intervening Entities, are owned by such Loan Party or Intervening Entity free and clear of all Liens, except for Liens created under the Loan Documents.

  • If Borrower ceases to be a Special Purpose Bankruptcy Remote Entity, the Organizational Documents of a Property Owner or Intervening Entity cease to include SPE Provisions or a Property Owner or Intervening Entity ceases to comply with the SPE Provisions in its Organizational Documents.

  • Neither any Loan Party nor any Intervening Entity is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would reasonably be expected to result in a Material Adverse Effect.

  • For purposes of this Agreement, the sale or transfer of any equity or other ownership interests in any Intervening Entity (an "Intervening Entity Ownership Change") shall be deemed to constitute a transfer of the aggregate Limited Partnership Interests held by that Limited Partner multiplied by a fraction, the numerator of which is the percentage ownership of the Intervening Entity so sold or transferred and the denominator of which is 100%.

  • Therefore, the Intervening Entity, Quality Dimension, DICOM Metadata, Context of Use and Area of Performance classes are related to the DICOM-RPI class.Keeping in mind the complexity of the information associated to the different classes, they must be divided into subclasses.


More Definitions of Intervening Entity

Intervening Entity means any Persons (other than the Property Owners) in which Borrower or Holdco owns a direct or indirect ownership interest.
Sample 1
Intervening Entity means, as applied to any Stockholder at any time, any Person the value of which at such time consists principally of its direct or indirect ownership of equity securities in, or obligations of, the Company. Without limiting the foregoing, the parties stipulate that, as of the date hereof, (i) TMI and TMI's general partner are Intervening Entities with respect to TMI Sub, (ii) Motient Ventures Holding Inc. and MVH Holding Inc. are Intervening Entities with respect to Motient Sub, and (iii) MSV Investor Holdings, Inc. is an Intervening Entity with respect to MSV Investors.
Sample 1

Related to Intervening Entity

  • Intervening Trust Vehicle with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity that holds any Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

  • Intervening Event has the meaning set forth in Section 6.5(f).

  • Company Intervening Event means any material event, fact, change, effect, development or occurrence that (i) was not known, or the material consequences of which were not known, in each case to the Board of Directors of the Company as of or prior to the date of this Agreement and (ii) does not relate to or involve any Company Acquisition Proposal.

  • Intervening Creditor has the meaning assigned to such term in Section 2.01(a).

  • Intervening Assignments The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

  • Parent Intervening Event means a material development or change in circumstance that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Parent Board as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Parent Board as of the date of this Agreement); provided, however, that in no event shall (i) the receipt, existence or terms of an actual or possible Parent Takeover Proposal, (ii) any Effect relating to the Company or any of its Subsidiaries that does not amount to a Material Adverse Effect, individually or in the aggregate, (iii) any change in the credit rating of Parent or the market price or trading volume of the Parent Ordinary Shares (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (iv) the fact that Parent or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (v) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, (vi) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (vii) any conditions (or changes in such conditions) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operate (including changes in general market prices and political or regulatory changes affecting the industry or any changes in applicable Law), (viii) any event or circumstance arising in connection with obtaining approvals and other authorizations of any Governmental Entity (including, for the avoidance of doubt, the expiration of the waiting periods applicable to the consummation of the Merger under the HSR Act and other Antitrust Laws), (ix) any event or circumstance arising in connection with the execution announcement of this Agreement or the pendency of the Merger (including by reason of the identity of Parent or the Company), including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with employees, customers, suppliers, vendors, landlords or partners, (x) any actions taken or omitted by Parent, Company or any of their Subsidiaries that is expressly required to be taken or omitted by such parties pursuant to this Agreement in connection with the transactions contemplated by this Agreement, (xi) any opportunity to acquire (by merger, joint venture, partnership, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person, (xii) any acts of war, sabotage, or terrorism, or military actions, or the escalation thereof and (xiii) any natural disasters, epidemics or pandemics (including the existence and impact of the COVID-19 pandemic or any COVID-19 Measure), in each case, constitute, or be taken into account, in whole or in part, in determining when a material development or change in circumstance constitutes, a Parent Intervening Event.

  • Operating Entity means an entity that operates and controls a portion of the bulk transmission system with the goal of ensuring reliable energy interchange between generators, loads, and other operating entities.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Competing Entity means any entity or person that is engaged, directly or indirectly, in a Competitive Business.

  • Contracting entity means any person that has a primary business purpose of contracting with participating providers for the delivery of health care services.

  • holding entity means a person that is controlled by an individual;

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Reporting Entity means the Constituent Entity that, by virtue of domestic law in its jurisdiction of tax residence, files the CbC Report in its capacity to do so on behalf of the MNE Group;

  • Taxing entity means a public entity that:

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Forest land means all land which is capable of supporting a merchantable stand of timber and is not being actively used for a use which is incompatible with timber growing. Forest land does not include agricultural land that is or was enrolled in the conservation reserve enhancement program by contract if such agricultural land was historically used for agricultural purposes and the landowner intends to continue to use the land for agricultural purposes in the future. For small forest landowner road maintenance and abandonment planning only, the term "forest land" excludes the following:

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Acquiring Entity means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.

  • RAR means the resource adequacy requirements established for load serving entities by the CPUC pursuant to the Resource Adequacy Rulings, or by a Local Regulatory Authority or other Governmental Authority having jurisdiction.

  • Buying Entity means an End Procurer as defined in the Guidelines.

  • qualifying entity shall have the meaning set forth in Section 5.2.13(b) hereof.

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Trust Land ’ means an interest in land the title to which is held in trust by the United States for an Indian or Indian tribe, or by an Indian or Indian tribe subject to a re- striction by the United States against alien- ation;

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Filing entity means the reporting entity that is required to file a financial