Loss of Control Event definition

Loss of Control Event means an event that causes a Loss of Control.
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Loss of Control Event means (i) any change in the composition or number of independent directors of the REIT without Lender’s consent, (ii) any change in the number of members of the board of directors of the REIT (the “Board”) or the voting power of any of the members of the Board without Lender’s consent, (iii) any change, in the composition of the Board or otherwise, which results in Key Principal no longer appointing, or having the authority to appoint, at least two (2) members to the Board (“Key Principal’s Board Seats”), (iv) any change to the individuals holding the Key Principal’s Board Seats without Lender’s prior approval, (v) any change in the composition or purpose of each of the audit, compensation and special committees of the REIT without Lender’s consent, (vi) the establishment or formation of any other committee of the REIT without Lender’s consent, (vi) the sale or assignment of all, or substantially all of the outstanding shares of the REIT or partnership interests of OP in one or more related transactions, or (vii) with respect to OP, a change of Control.
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Loss of Control Event means that any of the following has occurred:
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Examples of Loss of Control Event in a sentence

  • Junior Participant’s appointment as Agent is subject to replacement by Senior Participant upon a Loss of Control Event pursuant to the terms and conditions of this Agreement.

  • Acquirers of registered shares will be recorded in the share register as shareholders with the right to vote, provided they explicitly declare to have acquired these registered shares in their own name and for their own account.

  • If the Appraised Value of the Property determined by the second Appraisal does not differ from the Appraised Value indicated in the Appraisal or Appraisal Update used in determining the Loss of Control Event by more than 5%, the first Appraisal or Appraisal Update shall be utilized to determine the Loss of Control Event.

  • For clarification, an extension of the “Maturity Date” negotiated by Senior Participant, in its capacity as Agent after a Loss of Control Event, shall not trigger any obligation to pay an Extension Fee.

  • Upon delivery of the Control Retention Guaranty and Control Retention Collateral, the Loss of Control Event shall be deferred until delivery of the next Appraisal or Appraisal Update, at which time the Agent, in consultation with the Participants, shall make a new determination whether a Loss of Control Event has occurred in accordance with all of the terms and conditions of this Section 18.

  • Notwithstanding a Loss of Control Event, the right of Lender to extend the “Maturity Date” by operation of terms in the definitions of “Maturity Date” or “Stated Maturity Date” is reserved to Sentio, and may not be exercised by Senior Participant in its capacity as Agent.

  • In order to be effective, the Control Retention Guaranty and the Control Retention Collateral must be delivered to Senior Participant within ten (10) Business Days after the final determination of the Loss of Control Event.

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  • However, Senior Participant shall waive the Exit Fee if an Event of Default has occurred and is continuing, or if a Loss of Control Event by application of Paragraph (a) of the definition thereof, has occurred and is continuing on the date of delivery of the Junior Participant Purchase Option Notice.

Related to Loss of Control Event

  • Control Event Defined. “Control Event” means:

  • Change in Control Event means any of the following:

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change of Control means the occurrence of any of the following events:

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Change in Ownership or Control means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change in Control of the Company means the occurrence of any of the following events:

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Change in Control Transaction means the occurrence of any of the following events:

  • e of Control means the occurrence of any of the following:

  • Potential Change in Control means the occurrence of any of the following events:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Benchmark Modification or Cessation Event means, in respect of the Benchmark any of the following has occurred or will occur:

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Change in Control means the occurrence of any of the following events:

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.