Potential Facility Adjustment Event definition

Potential Facility Adjustment Event means the announcement by any Person of any transaction or event that, if consummated, completed or effected, would constitute a Facility Adjustment Event, or of any material change therein or the termination or abandonment thereof, all as reasonably determined by Calculation Agent.

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Potential Facility Adjustment Event means the announcement by any Person of any transaction or event, or a series of related transactions or events, that, if consummated, completed or effected, would constitute a Facility Adjustment Event, or of any material change therein or the termination thereof, all as determined by the Calculation Agent (for the avoidance of doubt, any such material change or termination will constitute a separate Potential Facility Adjustment Event); provided that in the case of an announcement by any Person of a Tender Offer, Merger Event or any transaction or event, or a series of related transactions or events, that, if consummated, would constitute, a Change of Control of the Issuer of any Shares, a Potential Facility Adjustment Event will not be deemed to have occurred until the earliest of (i) the 30th day following announcement thereof, (ii) the 15th day prior to the anticipated date of consummation thereof and (iii) only if such an announced event may result in exchange or conversion of the relevant Shares for or into property other than Cash in USD, the first date on which any Loan Party or any of its respective Affiliates directly or indirectly agrees or otherwise becomes obligated to tender any Shares therein or, if such agreement or obligation is entered into prior to the announcement of such an event, than at the time of such announcement (regardless of whether such agreement or obligation is subsequently revoked, amended or otherwise modified) (as determined by the Calculation Agent) (the “Grace Period End Date”), unless the Required Lenders have determined in accordance with Section 10.01 that such proposed Tender Offer, Merger Event or Change of Control of the Issuer of any Shares materially and adversely affects the Single Share Collateral Value of the relevant Shares or liquidity, public float, volatility, transferability or any trading characteristics of such Shares.

Potential Facility Adjustment Event means the announcement by any Person of any transaction or event that, if consummated, completed or effected, would constitute a Facility Adjustment Event, or of any material change therein or the termination or abandonment thereof, all as reasonably determined by Calculation Agent. “Prime Rate” means the rate of interest per annum publicly announced from time to time by Administrative Agent as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. “Prohibited Transaction” has the meaning specified in Section 6.11. “Pro Rata Basis” means (i) for purposes of determining the allocation of Collateral of any type among the Collateral Accounts controlled by the Applicable Lenders, in proportion to each Applicable Lender’s Applicable Percentage (in each case, taken together with the Applicable Percentages of all Agented Lenders with respect to such Applicable Lender), (ii) for purposes of determining the allocation of interest payments among Lenders, in proportion to the interest that has accrued and remains unpaid on each Lender’s Advances and (iii) for all other purposes, in proportion to each Lender’s Applicable Percentage, subject, in each case, to rounding to the nearest Share, $ 0.01 or item or unit of other securities or property, as applicable. “Purchaser Representations” means the following representations, warranties and agreements made by an assignee, a participant or a prospective Additional Lender, as applicable: (i) a representation and warranty that such assignee, participant or prospective Additional Lender

Examples of Potential Facility Adjustment Event in a sentence

• Notwithstanding the foregoing (and without limitation of the proviso to the definition of “Potential Facility Adjustment Event”), upon the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, the adjustments, if any, in respect thereof pursuant to the two immediately preceding paragraphs will not, solely as a result of such adjustment, directly cause a Mandatory Prepayment Event to have occurred and be continuing immediately after giving effect thereto.

• Following the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, Calculation Agent shall notify each Lender of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof, and the proposed effective time therefor (or its determination that no such adjustment is necessary).

• Within two Business Days following the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, the Calculation Agent shall notify the Lender and the Borrowers of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof, and the proposed effective time therefor (or its determination that no such adjustment is necessary).

• Calculation Agent shall not make any adjustment in respect of a Facility Adjustment Event or Potential Facility Adjustment Event prior to the earlier of (i) the fifth Business Day following the occurrence thereof and (ii) its receipt of notice from Required Lenders of any alternative adjustments (and a proposed effective time therefor) or that they agree with Calculation Agent’s proposed adjustments (and the effective time therefor).

• Within two Business Days following the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, Calculation Agent shall notify each Lender of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof, and the proposed effective time therefor (or its determination that no such adjustment is necessary).

More Definitions of Potential Facility Adjustment Event

Potential Facility Adjustment Event means the announcement by any Person of any transaction or event, or a series of related transactions or events, that, if consummated, completed or effected, would constitute a Facility Adjustment Event, or of any material change therein or the termination thereof, all as determined by the Calculation Agent (for the avoidance of doubt, any such material change or termination will constitute a separate Potential Facility Adjustment Event); provided that in the case of an announcement by any Person of a Tender Offer, Merger Event or any transaction or event, or a series of related transactions or events, that, if consummated, would constitute, a Change of Control of the Issuer of any Shares, a Potential Facility Adjustment Event will not be deemed to have occurred until the earliest of (i) the 30th day following announcement thereof, (ii) the 15th day prior to the anticipated date of consummation thereof and

Potential Facility Adjustment Event means the announcement by any Person of any transaction or event that, if

Potential Facility Adjustment Event. “Prohibited Transaction,” “Required Lenders,” “Restricted Transactions,” “Separateness Provisions,” “Share Collateral Value,” “Collateral Call Trigger Event,” “Tender Offer,” “Trading Suspension,” or “Transfer Restrictions” (or, in each case, any defined term used therein), or increase the Initial LTV, the Collateral Call LTV Level or the Maintenance LTV Level;

Potential Facility Adjustment Event. “Prohibited Transaction,” “Required Lenders,” “Restricted Transactions,” “Separateness Provisions,” “Share Collateral Value,” “Collateral Call Trigger Event,” “Tender Offer,” “Trading Suspension,” or “Transfer Restrictions” (or, in each case, any defined term used therein), or increase the Initial LTV, the Collateral Call LTV Level or the Maintenance LTV Level;