Invalidity Event definition

Invalidity Event means (i) the Act or the Ordinance is repealed, (ii) a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction determines in a final nonappealable order or judgment, as the case may be, that a provision or provisions of the Act or the Ordinance have been supplemented, modified and/or amended in a manner that makes invalid or unenforceable (A) the Authority’s obligation to levy the Measure R Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and the Ordinance which affects the Authority’s ability or obligation to make payments of principal or interest on the Series C Bonds or any other payment obligations due and owing the Owner Representative or any Owner under this Agreement or the pledge of and lien on Subordinate Pledged Revenues or Pledged Revenues securing the payments of principal or interest on the Series C Bonds or (B) the Board of Equalization’s obligation to collect the Measure R Sales Tax or the Board of Equalization’s ability or obligation to make payment of the Measure R Sales Tax directly to the Senior Lien Trustee, in each case, which affects the Authority’s ability or obligation to make payments of principal or interest on the Series C Bonds or any other payment obligations due and owing the Owner Representative or any Owner under this Agreement or the pledge of and lien on Subordinate Pledged Revenues or the Pledged Revenues securing the payments of principal or interest on the Series C Bonds, (iii) the Act or the Ordinance is ruled to be null and void by a Federal court or any court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction, (iv) any provision of this Agreement, any Series C Bond, the Senior Lien Trust Agreement or the Subordinate Trust Agreement relating to the Authority’s ability or obligation to make payments of the principal or interest on the Series C Bonds or any other payment obligations due and owing the Owner Representative or any Owner under this Agreement or the pledge of and lien on the Subordinate Pledged Revenues or Pledged Revenues to secure the payment of principal and interest on the Series C Bonds (each such provision, a “Payment and Collateral Obligation”) is ruled to be null and void by a Federal court or any other co...
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Invalidity Event means (i) the Act or Ordinance No. 49 is repealed, (ii) a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction determines in a final nonappealable order or judgment, as the case may be, that a provision or provisions of the Act or Ordinance No. 49 have been supplemented, modified and/or amended in a manner that makes invalid or unenforceable (A) the Authority’s obligation to levy the Proposition C Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and Ordinance No. 49 which affects the Authority’s ability or obligation to make payments of principal or interest on the Loans or the pledge of and lien on Net Pledged Revenues securing the payments of principal or interest on the Loans or (B) the Board of Equalization’s obligation to collect the Proposition C Sales Tax or the Board of Equalization’s ability or obligation to make payment of the Pledged Tax directly to the Senior Lien Trustee, in each case, which affects the Authority’s ability or obligation to make payments of principal or interest on the Loans or the pledge of and lien on Net Pledged Revenues securing the payments of principal or interest on the Loans, (iii) the Act or Ordinance No. 49 is ruled to be null and void by a Federal court or any court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction, (iv) any provision of this Agreement, any Loan or the Trust Agreement relating to the Authority’s ability or obligation to make payments of the principal or interest on the Loans or the pledge of and lien on the Net Pledged Revenues to secure the payment of principal and interest on the Loans (each such provision, a “Payment and Collateral Obligation”) is ruled to be null and void by a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction in a final nonappealable order or judgment by such court or the State or any instrumentality of the State, as applicable, or
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Invalidity Event means (i) the Act or Ordinances is repealed, (ii) a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction determines in a final non-appealable order or judgment, as the case may be, that a provision or provisions of the Act or Ordinances have been supplemented, modified and/or amended in a manner that makes invalid or unenforceable (A) the Authority’s obligation to levy the Sales Tax in the County in accordance with the provisions of the Act and Ordinances which affects the Authority’s ability or obligation to make payments of principal or interest on either Bank Note, any Advances, any Loans or any other payment obligations due and owing either Lender under this Agreement or the pledge of and lien on Revenues securing the payments of principal or interest on either Bank Note, any Advances, any
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Examples of Invalidity Event in a sentence

  • No Change of Control, Invalidity Event or Material Failure of Security shall have occurred and no Default, Collateral Shortfall or Over Advance shall exist or would result from such proposed Borrowing or from the application of the proceeds thereof.


More Definitions of Invalidity Event

Invalidity Event means (i) the Act or Ordinances is repealed, (ii) a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction determines in a final non-appealable order or judgment, as the case may be, that a provision or provisions of the Act or Ordinances have been supplemented, modified and/or amended in a manner that makes invalid or unenforceable (A) the Authority’s obligation to levy the Sales Tax in the County in accordance with the provisions of the Act and Ordinances which affects the Authority’s ability or obligation to make payments of principal or interest on the Bank Note, any Advances, any Loans or any other payment obligations due and owing the Lender under this Agreement or the pledge of and lien on Revenues securing the payments of principal or interest on the Bank Note, any Advances, any Loans or any other payment obligations due and owing the Lender under this Agreement or
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Invalidity Event means: (i) any Loan Document or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) Borrower or any other Person contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or (iii) Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any provision thereof.
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Invalidity Event means (a) any Payment and Collateral Obligation is ruled to be null and void by a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction in a final non-appealable order or judgment by such court or the State or any instrumentality of the State, as applicable; or (b) an authorized representative of the Department or the City publicly denies, contests or repudiates that the Department has any or further liability or obligation with respect to (1) the payment of the principal of or interest on any Advances, any Revolving Loans, any Term Loans, any Bank Note or any Payment and Collateral Obligation or (2) any provision under the Bond Enabling Laws with respect to the payment of, or the pledge of or lien on the Revenues to secure the payment of any Advances, any Revolving Loans, any Term Loans, any Bank Note or any Payment and Collateral Obligation; or (c) any Bond Enabling Law is repealed or is ruled to be null and void by a Federal court or any court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction; or (d) a Federal court or any other court with appropriate jurisdiction or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction determines in a final non-appealable order or judgment, as the case may be, that any provision of any Bond Enabling Law regarding (1) the Department’s ability or obligation to collect Revenues or to pay the Revenues directly to the Trustee, or (2) the pledge of and lien on Revenues securing the payment of the principal of or interest on the Bank Notes, the Advances, the Revolving Loans or the Term Loans, is null and void.
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Invalidity Event means (i) the Law or the Ordinance is repealed, (ii) a court or the State or any instrumentality of the State with appropriate jurisdiction determines in a final non- appealable order or judgment, as the case may be, that a provision or provisions of the Law or the Ordinance regarding (A) the Commission’s ability or obligation to levy or impose the Sales Tax or collect Revenues (which are pledged to pay principal and interest on the Bonds) or to pay the Revenues (which are pledged to pay principal and interest on the Bonds) directly to the Trustee or (B) the California Department of Tax and Fee Administration’s ability or obligation to collect the Sales Tax or make payment of the Sales Tax directly to the Trustee, or the pledge of and lien on Revenues securing the payment of the principal of or interest on the Bonds, is null and void, (iii) the Law or the Ordinance is ruled to be null and void by a court or the State or any instrumentality of the State with appropriate jurisdiction, (iv) any provision of this Agreement, any Bond or any other Related Document relating to the Commission’s obligation with respect to the payment of monies for principal and interest on the Bonds (including Purchased Bonds) under the Related Documents or the pledge of the Revenues to secure the payment of principal and interest on the Bonds (each such provision, a “Payment and Collateral Obligation”) is ruled to be null and void by a court or the State or any instrumentality of the State with appropriate jurisdiction in a final nonappealable order or judgment by such court or the State or any instrumentality of the State, as applicable, or (v) the Commission by duly authorized action denies that the Commission has any or further liability or obligation with respect to payments of monies for principal and interest on the Bonds under the Law or the Ordinance or any Payment and Collateral Obligation.
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Invalidity Event means: (i) any Loan Document or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) Borrower or any other Person contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or (iii) Borrower denies that it has any or further liability or
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Invalidity Event is as defined in Section 27.2.
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Related to Invalidity Event

  • Illegality Event means that:

  • Liquidity Event means a Change of Control or an IPO.

  • Illegality has the meaning specified in Section 5(b).

  • Invalid means one who is physically or mentally incapacitated from earning a livelihood.

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

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

  • Equity Event is the receipt by Borrower, on or after March 6, 2018 and on or prior to June 30, 2018, of unrestricted net cash proceeds of not less than Thirty Million Dollars ($30,000,000.00) from (i) the issuance and sale by Borrower of its unsecured subordinated convertible debt and/or equity securities and/or (ii) “up front” or milestone payments in connection with a joint venture, collaboration or other partnering transaction.

  • Section 13 Event means any event described in clauses (x), (y) or (z) of Section 13(a) hereof.

  • Sale Event means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Security Event means an immediately reportable subset of security incidents which incident would include:

  • Ineffective means that the specialist has received two (2) or fewer Satisfactory Component ratings out of the five (5) components in accordance with the Appraisal Criteria in 5.0.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Illegality Notice has the meaning specified in Section 3.02.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.

  • void means invalid with no result.