Majority Controlling definition

Majority Controlling shall have corresponding meanings.
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Majority Controlling each have the meanings correlative thereto), which power to direct or cause the direction of the management and policies of such entity may be subject to the rights of partners or constituent owners to vote on customary major decisions. Notwithstanding anything herein to the contrary, issuances and transfers of interests in Parkway Inc., Sponsor, TIAA, CPP and Parkway Properties LP shall be permitted without consent and without prior notice, so long as, after giving effect thereto, Borrower is Majority Controlled by one or more Qualified Equityholders. No fee shall be payable in connection with any transfer, so long as after giving effect to such transfer, Borrower is Majority Controlled by Parkway Inc., Sponsor, TIAA and/or CPP. Pledges of interest in TIAA, CPP, Parkway, Inc, Parkway Properties General Partners, Inc, Parkway Properties LP, Sponsor and Sponsor’s direct and indirect subsidiaries (including in the JV entity but not including the Borrower or any mezzanine borrower) shall be permitted to Parkway Inc.’s, Sponsor’s and/or TIAA’s and/or CPP’s applicable general corporate/term and revolving credit facility lenders, provided that, to the extent any indirect interests in the Borrower (other than interests in TIAA, CPP, Parkway, Inc, Parkway Properties General Partners, Inc, Parkway Properties LP Sponsor) are pledged (it being agreed that a pledge of direct interests in Borrower are not permitted), each such facility (i) is not in the nature of a so-called mezzanine loan (i.e secured solely by the equity interest in one or more of the Borrowers) as determined pursuant to rating agency criteria, (ii) is either unsecured or, if secured, are secured by direct or indirect interests in other real estate assets of such Person in addition to the Property and (iii) is between an institutional lenders, as lender, and one or more of Parkway Inc., Parkway Properties General Partners, Inc., Parkway Properties LP, Sponsor, TIAA and/or CPP, as Borrower.
Sample 1

Examples of Majority Controlling in a sentence

  • The Servicer may request that the Certificate Administrator provide the names of the Majority Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information.

  • Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator.

  • Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Controlling Class Noteholders may waive any past Default or Event of Default and its consequences except a Default (a) in the payment of interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be modified or amended, in each case without the consent of the Holder of each Note, as applicable.

  • Any out-of-pocket costs and expenses incurred in connection with the removal (without cause) of a Special Servicer pursuant to this Section 6.09 and its replacement by a Person designated by the Majority Controlling Class Certificateholder(s), that are not paid by the replacement Special Servicer shall be paid by such Holder or Holders.

  • Such notice shall set forth the process established by the Trustee for selecting a Controlling Class Representative, which process may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder by a writing delivered to the Trustee.

  • If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer, subject to removal by the Majority Controlling Class Certificateholder(s) and appointment of a successor thereto pursuant to the terms of this Section 6.09.

  • The Agreement permits, but does not require, a Master Servicer, the Special Servicer or the Majority Controlling Class Certificateholder to purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.

  • Such notice shall set forth the process established by the Trustee for selecting a Controlling Class Representative, which process may include the designation of the Controlling Class Representative by the related Majority Controlling Class Certificateholder by a writing delivered to the Trustee.

  • The undersigned Option Holder [is the Special Servicer] [is the Majority Controlling Class Certificateholder] [is __________________________] [acquired its Purchase Option from the [Special Servicer] [Majority Controlling Class Certificateholder] on _________.] The undersigned Option Holder is exercising its Purchase Option at the cash price of $______________, which amount equals or exceeds the related Option Price, as defined in Section 3.18(c) of the Pooling and Servicing Agreement.

  • In the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder.

Related to Majority Controlling

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.7

  • Majority Noteholders means the Holders of a majority by principal amount of the most senior then outstanding class of Notes.

  • Note Majority means a majority by principal amount of the Noteholders.

  • Controlling Class Representative shall have the meaning assigned to the term “Directing Certificateholder” in the Lead Securitization Servicing Agreement.

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Lead Securitization Controlling Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement.

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable

  • Majority in Interest As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

  • Supermajority means, with respect to any Class of Notes, the holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Supermajority Vote means the affirmative vote of at least seventy-five percent (75%) of the Members.

  • Majority Interest means one or more Members who in the aggregate hold more than 50% of all Membership Shares.

  • Permitted Holders means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

  • Majority Term Lenders at any time, (a) if only one Term Lender holds the Term Loan, such Term Lender; and (b) if more than one Term Lender holds the Term Loan, at least two Term Lenders who hold more than 50% of the principal sum of all Term Loans outstanding; provided that the portion of the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Term Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

  • Super-Majority Banks means at any time Banks having at least 85% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 85% of the aggregate unpaid principal amount of the Loans.

  • Majority Owned means the holding beneficially or legally of more than 50 per cent. of the issued share capital (or equivalent) or voting rights of such person (excluding any part of that issued share capital (or equivalent) that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

  • Majority in liquidation amount of the Capital Securities means Holder(s) of outstanding Capital Securities, voting together as a class, but separately from the holders of Common Securities, of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all Capital Securities then outstanding.

  • Requisite Amount has the meaning specified in the Spread Account Agreement.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • Majority Banks means at any time Banks holding more than 50% of the Commitments, or if the Commitments have been terminated, Banks holding more than 50% of the then aggregate unpaid principal amount of the Advances.

  • Majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Fund or by vote of holders of a majority of the Fund's shares, or upon 90 days' written notice, by the Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act).

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • Alternative Investments means investments in the said State which are within the ability and competence of the Company or of corporations which are related to the Company for the purposes of the Companies (Western Australia) Code and which are approved by the Minister from time to time as alternative investments for the purpose of this Agreement (which approval shall not be unreasonably withheld in the case of an investment which would add value or facilitate the addition of value, beyond mining, to the mineral resources of the said State); ”;