Prohibited Assignee means any Person that is a bona fide business competitor of the Consolidated Parties and is set forth in that certain letter agreement, dated as of the date hereof, between the Borrower and the Administrative Agent as updated from time to time with the Administrative Agent’s prior written consent in its reasonable discretion.
Prohibited Assignee means (i) any Competitor and (ii) any Affiliate of a Competitor, as determined by the Borrowers and identified in a written notice by the Borrower Representative to the Administrative Agent with the Administrative Agent’s written consent (not to be unreasonably withheld); provided as to clause (i) and (ii) above, that “Prohibited Assignee” shall not include commercial or corporate banks or bona fide debt funds, and any funds that are managed or controlled by such commercial or corporate banks or bona fide debt funds which funds principally invest in commercial loans or debt securities.
Prohibited Assignee means (i) any Competitor and (ii) any Affiliate of a Competitor, as determined by the Borrower and identified in a written notice by the Borrower to the Administrative Agent with the Administrative Agent’s written consent (not to be unreasonably withheld); provided as to clause (i) and (ii) above, that “Prohibited Assignee” shall not include commercial or corporate banks or bona fide debt funds, and any funds that are managed or controlled by such commercial or corporate banks or bona fide debt funds which funds principally invest in commercial loans or debt securities.
Examples of Prohibited Assignee in a sentence
In connection with any sale or transfer of Series 2020-VF1 Notes, the Purchaser shall certify in writing for the benefit of the Indenture Trustee and the Administrator that the prospective assignee is not a Prohibited Assignee (as such term is defined in the Note Purchase Agreement).
Notwithstanding the foregoing, no Lender shall disclose any of the information described in the prior sentence to a Prohibited Assignee.
Each Lender has the right, at any time, to sell, transfer, assign or participate all or any of its interest in the Loan and its other rights and obligations under the Loan Documents, or to sell a participation in its interest in the Loan or any such rights and obligations, provided, that no Lender shall, without the prior written consent of Borrower, transfer any such interest or participation to a person that is a Prohibited Assignee.
Provided, that, so long as no Event of Default has occurred, Buyer shall not assign to a Prohibited Assignee.
If such assignee is a Prohibited Assignee, then Operator shall have the right, without penalty or payment, to terminate this Agreement immediately upon such assignment or transfer.
More Definitions of Prohibited Assignee
Prohibited Assignee means any (a) so-called “vulture fund”, “loan-to-own fund”, distressed debt fund or other fund that is similar to the foregoing, in each case, whose primary business is distressed investing; (b) entity set forth in Schedule 10, (c) business development company under the Investment Company Act (or entity which has filed with the Securities and Exchange Commission to become a business development company under the Investment Company Act as of such date), hedge fund, non-bank asset manager, credit opportunities fund or specialty finance company, in each case, that directly and routinely competes with Logan Ridge’s senior debt business and which derives substantially all of its revenue from lending to and making investments in middle market companies; or (d) any Affiliate of any entity described under clauses (b) or (c) above.
Prohibited Assignee has the meaning set forth in Section 12.5.
Prohibited Assignee means any third party who (x) engages as a substantial part of its business in the manufacture of HDDs; or (y) engages as a substantial part of its business in the manufacture of computer or software systems and who manufactures HDDs.
Prohibited Assignee means any (i) so-called “vulture fund”, “loan-to-own fund”, distressed debt fund or other fund that is similar to the foregoing, in each case, whose primary business is distressed investing; (ii) business development company under the Investment Company Act (or entity which has filed with the Securities and Exchange Commission to become a business development company under the Investment Company Act as of such date), hedge fund, non-bank asset manager, credit opportunities fund or specialty finance company, in each case, that directly and routinely competes with Capitala’s senior debt business and which derives substantially all of its revenue from lending to and making investments in middle market companies; or (iii) any Affiliate of any entity described under clause (ii) above.
Prohibited Assignee means (x) any entity or affiliate thereof engaged in the infant and/or toddler nutrition business and having revenues related to such business in excess of $100 million per year (increased annually based on increases in the Producer Price Index), (y) any entity or affiliate thereof engaged in the manufacture or sale of baby care products of the type being manufactured or sold by Licensor as of the date of the intended assignment and having revenues related to such business in excess of $50 million per year (increased annually based on increases in the Producer Price Index) or (z) any entity that the Board of Directors of Licensor determines in good faith after reasonable inquiry is likely, as a result of any such assignment, to adversely effect the reputation or good will of Licensor or the public perception or value of the Licensed Trademarks; provided, however, that such entity shall not be deemed to be a Prohibited Assignee unless within 30 days of receiving written notice from Licensee identifying such entity as a potential assignee, Licensor's Board of Directors shall have (i) made the determination specified above, (ii) provided Licensee with a detailed list of its reasons for such determination, and (iii) issued a press release setting forth such determination and the reasons on which it is based. Notwithstanding the foregoing, in the event Licensee has reason to believe that Licensor's Board of Directors has not made such determination in good faith after reasonable inquiry, such issue of Licensor's good faith shall be resolved in accordance with the arbitration mechanism set forth in Section 19(c) of the Distributor Agreement, dated the date hereof between the parties hereto, and if it is determined not to have been made in good faith, then such entity will not be deemed a Prohibited Assignee.
Prohibited Assignee means (i) any competitor of the Company primarily operating in the biopharmaceutical industry, at least 50.0% of the revenues of which are derived from the sale of biopharmaceutical products, and (ii) any of such competitor’s Affiliates (other than any Person that is a bona fide debt fund primarily engaged in the making, purchasing, holding or other investing in commercial loans, notes, bonds or similar extensions of credit or securities in the ordinary course of business) that is either (x) identified by name in writing by the Company to the Investors from time to time or (y) clearly identifiable on the basis of such Affiliate’s name.
Prohibited Assignee means any third party who (x) [***] Any purported assignment of this VPA or the rights or obligations of a party under this VPA in violation of this Section 12.4 shall be null, void and of no further force or effect and shall constitute a Material Default.