Investment Exclusion Event definition

Investment Exclusion Event means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to the applicable Partnership Agreement or its Side Letter, where the Investor is entitled to such exclusion or excuse under the applicable Partnership Agreement or its Side Letter as a matter of right (i.e. not in the General Partner’s discretion).
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Investment Exclusion Event means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to the applicable Constituent Document or its Side Letter, where the Investor is entitled to such exclusion or excuse under the applicable Constituent Document or its Side Letter as a matter of right (i.e. not a Borrower or any Managing Entity’s discretion).
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Investment Exclusion Event means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to either (a) such Investor’s Side Letter or (b) such Investor’s Subscription Agreement, in each case, where (i) the Investor is entitled to such exclusion or excuse under the applicable Subscription Agreement or the applicable Side Letter (i.e., the Initial Borrower has no discretion to permit or prevent such exclusion or excuse) or (ii) the failure to so exclude or excuse such Investor could, in the reasonable determination of the Initial Borrower, reasonably be expected to result in a material adverse effect under the applicable Constituent Documents.
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Examples of Investment Exclusion Event in a sentence

  • Together with each Request for Credit Extension, Borrower shall deliver a certification stating that no Investment Exclusion Event has occurred with respect to any investment by the Borrower.


More Definitions of Investment Exclusion Event

Investment Exclusion Event means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to the terms of the Operative Documents or such Investor’s Side Letter, where the Investor is entitled to such exclusion or excuse under such Operative Documents or such Investor’s Side Letter as a matter of right (i.e., not in any Borrower Party’s discretion). “Investor Guaranty” means a guaranty provided by an Investor’s Credit Provider with respect to such Investor’s Capital Commitment in form and substance satisfactory to the Administrative Agent. “Investor” means any Person admitted to Guarantor as a limited partner, shareholder or equity holder; provided that, no natural Person that is a limited partners, shareholder or equity holder of Guarantor shall be deemed or considered to be an “Investor” for any purpose under, or provision of, this Credit Agreement and the other Loan Documents, including without limitation in respect of the Collateral. “Investor Consent Letter” means an agreement delivered by the Texas Municipal Retirement System to the Administrative Agent, substantially in the form of Exhibit H. “Key Person Event” means a “Key Person Event” under (and as used and defined in) the Subscription Documents. USActive 60742384.160742384.3 5
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Investment Exclusion Event means the exclusion or excuse of any Investor from funding any portion of its Capital Commitment in accordance with, and as contractually required by, the Governing Agreements and/or any Side Letter related to any Governing Agreement. USActive 60330059.19 -27-
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Investment Exclusion Event means the exclusion or excuse of any Investor from participating in any particular Investment pursuant to the Constituent Documents of the applicable Fund or its Side Letter, (i) where such Investor is entitled to such exclusion or excuse under the applicable Constituent Documents or its Side Letter as a matter of right (i.e., not in the applicable General Partner’s discretion) or (ii) the failure to so exclude or excuse such Investor could, in the reasonable determination of the applicable General Partner, reasonably be expected to result in a material adverse effect on the applicable Credit Party under the applicable Constituent Documents (including, but not limited to, violation of the 40 Act or other Applicable Law).
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Investment Exclusion Event means the exclusion or excuse of any Investor from participating in any investment in a particular Investment pursuant to any section of the Corporate Document, any sections of a Borrower’s Constituent Documents or such Investor’s Side Letter or Subscription Agreement, in any case, where (a) the Investor is entitled to such exclusion or excuse under the applicable Corporate Document, Constituent Documents or such Investor’s Side Letter or Subscription Agreement and the Credit Parties have no discretion to permit or prevent such exclusion or excuse or (b) the applicable Borrower has the discretion to permit such exclusion or excuse because, in the reasonable determination of the applicable Borrower, the failure to so exclude or excuse such Investor could reasonably be expected to result in a material adverse effect on such Borrower.
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Related to Investment Exclusion Event

  • Exclusion Event means an event or related events resulting in the exclusion of the Borrower or any Subsidiary from participation in any Medical Reimbursement Programs.

  • Valuation Event means an event in which the Company at any time during a Valuation Period takes any of the following actions:

  • 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)(iii) of this Agreement.

  • Substitution Event means, in respect of a Share, any Nationalization, Insolvency or Delisting in respect of such Share, or any Merger Event or Tender Offer in respect of such Share that is deemed by the Calculation Agent to be a Substitution Event, or an occurrence and continuation for at least eight consecutive applicable Exchange Business Days of a Market Disruption Event in respect of such Share.

  • 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.

  • SOFR Index Cessation Event means the occurrence of one or more of the following events:

  • OBFR Index Cessation Event means the occurrence of one or more of the following events:

  • Book-Down Event means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Reduction Event means any of the following:

  • Fund Disruption Event means any of the following events, as determined by the Determination Agent in its reasonable discretion:

  • 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.

  • €STR Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent:

  • Investment Company Event means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion, will be considered an Investment Company that is required to be registered under the Investment Company Act which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

  • Index Cessation Event means, with respect to an Applicable Benchmark, (a) a public statement or publication of information by or on behalf of the Administrator of the Applicable Benchmark announcing that it has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Applicable Benchmark; or (b) a public statement or publication of information by the regulatory supervisor for the Administrator of the Applicable Benchmark, the central bank for the currency of the Applicable Benchmark, an insolvency official with jurisdiction over the Administrator for the Applicable Benchmark, a resolution authority with jurisdiction over the Administrator for the Applicable Benchmark or a court or an entity with similar insolvency or resolution authority over the Administrator for the Applicable Benchmark, which states that the Administrator of the Applicable Benchmark has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark.

  • 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.

  • Reference Interest Rate Transition Event means the occurrence of one or more of the following events with respect to the then-current Reference Interest Rate:

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Suspension Event As defined in Section 5(b) hereof.

  • Succession Event means an event such as a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event in which one entity succeeds to the obligations of another entity, whether by operation of law or pursuant to any agreement. Notwithstanding the foregoing, “Succession Event” shall not include an event in which the holders of obligations of the Reference Entity exchange such obligations for the obligations of another entity, unless such exchange occurs in connection with a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event.

  • Public event means any event that can be attended by the

  • Revaluation Event means an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section 5.5(d).

  • Rapid Amortization Event has the meaning given to it in Section 5.16.

  • Potential Amortization Event means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Amortization Event.

  • Index Related Payment Date means, in relation to any Indexand an IndexDetermination Date, any payment date under the Preference Shares for which the amount payable is calculated by reference to the Indexas determined on such IndexDetermination Date;

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark: