Observer Threshold definition

Observer Threshold means the minimum number of units of Holdco Class A Units that an Investor Holdco Member must hold in order to have the right to appoint a Board Observer pursuant to Section 8.18(g) of the Holdco LLC Agreement.
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Observer Threshold means the sum of (1) the product of (i) the number of shares of Series A Preferred Stock owned by the Purchaser and (ii) the Purchase Price and (2) the product of (i) the number of shares of Common Stock owned by the Purchaser resulting from a conversion of Series A Preferred Stock owned by the Purchaser and (ii) the fair market value of each share of Common stock. Notwithstanding anything to the contrary, the rights in this Section 4.4 shall inure solely to the benefit of the Purchaser and shall not be assignable in whole or in part to any person, regardless of any assignment hereunder or any Transfer of the Series A Preferred Stock. Any assignment in violation of this Section 4.4 shall be void ab initio and the Company shall not be required to give any effect thereto.
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Observer Threshold has the meaning set forth in Section 3.4(a).
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Examples of Observer Threshold in a sentence

  • If an Investor no longer has a Qualifying Ownership Interest, then such Investor will have no further rights, other than observer rights for so long as such Investor maintains an Observer Threshold Interest, under this Section 2.

  • Winters rights In addition to partitioning the Colorado River waters among the three Lower Basin States, the 1964 Decree adjudicated the “Winters rights” of five Indian tribes.

  • For greater certainty, if after the Effective Date the Lender and its Affiliates subsequently satisfy the Observer Threshold, the Lender shall be entitled to all rights set forth in this Section 9.5.

  • This Agreement shall terminate upon the earlier of (a) the date on which the Investors collectively cease to hold the Observer Threshold Amount and (b) written agreement of the parties hereto to terminate this Agreement; provided, however, that the termination of this Agreement shall not relieve any party hereto with respect to any liability for breach of this Agreement prior to such termination.

  • For greater certainty, if during the term of this Agreement the Lender and its Affiliates subsequently satisfy the Observer Threshold, the Lender shall be entitled to all rights set forth in this Section 8.5.1.

Related to Observer Threshold

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • Stated Threshold means total losses under the shared loss agreements in the amount of $41,000,000.00.

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • Alteration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Threshold Period shall have the meaning set forth in Section 6(d).

  • S&P Required Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a long-term unsecured and unsubordinated debt rating from S&P of “BBB+”.

  • Threshold Percentage means 15%.

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • stipulated minimum threshold means that portion of local production and content as determined by the Department of Trade and Industry; and

  • Threshold means with respect to Party B: infinity.

  • S&P Approved Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating from S&P of “A+”.

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Required Ratings Threshold means each of the S&P Required Ratings Threshold and the Moody's Second Trigger Ratings Threshold.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Additional Accelerated Purchase Minimum Price Threshold means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

  • Approved Ratings Threshold means each of the S&P Approved Ratings Threshold and the Moody’s First Trigger Ratings Threshold.

  • Restoration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Moody’s Second Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.

  • Dividend Threshold Amount has the meaning set forth in Section 5.04(a).

  • Threshold Price is the lowest price (except to the extent otherwise provided in Section 2.6) at which the Company may sell Shares during the applicable Pricing Period as set forth in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in accordance with Section 2.2); provided, however, that at no time shall the Threshold Price be lower than $3.00 per share unless the Company and the Investor mutually shall agree.

  • Terrorism Cap Amount is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).