REIT Event definition

REIT Event means the receipt by Host of an opinion of independent tax counsel indicating that including capital contributions by any Affiliate of Host to the TRS CV and the cash flow distributed to any such Affiliate pursuant to the TRS CV Agreement in making distributions of Proceeds pursuant to Article 6 is consistent with maintaining the REIT status of each Host REIT.
Sample 1Sample 2Sample 3
REIT Event means the formation transactions, including without limitation, the merger of a wholly-owned subsidiary of ECC with and into Encore, and the initial public offering of common stock, par value $.001 per share, of ECC, in each case as further described in the registration statement on Form S-11 filed on August 13, 2004 (such registration statement, as amended as of the date hereof, together with the documents incorporated by reference therein, the “Registration Statement”) by ECC with the SEC under the Securities Act of 1933, as amended, relating to the registration of shares of common stock, as set forth in the prospectus contained in the Registration Statement.
Sample 1Sample 2
REIT Event means the General Partner’s failure to satisfy any of the REIT Requirements (in which case the General Partner shall within five (5) calendar days deliver written notice of such REIT Event to the Class C Unit Holders stating that a REIT Event has occurred and describing in reasonable detail such REIT Event) for any reason other than as a direct result of any action taken by the Class C Unit Holders or the Redeemable Preferred Directors or any action not taken by the Company or the General Partner, in each case, due solely to either the exercise by a majority of the Class C Unit Holders (or Brookfield, as applicable) of the consent rights set forth in Section 16.3 or the requirement for prior approval by Redeemable Preferred Directors under Section 6(i) of the Articles Supplementary. A REIT Event shall be deemed to have occurred on the date that is ten (10) Business Days after the date on which the General Partner fails to satisfy any of the REIT Requirements as set forth above; provided that such date shall be automatically extended by twenty (20) calendar days if such REIT Event is susceptible of cure, and by an additional ninety (90) calendar days if such breach is not susceptible of cure by the payment of money; provided further that the General Partner has promptly undertaken and is diligently pursuing such cure and such ninety (90) day cure period extension shall not (x) reasonably be likely to be materially adverse to the Company, its Subsidiaries and Properties, taken as a whole, or any Partner, or (y) subject the Partnership, any Subsidiary, any Partner that is not an Affiliate of the General Partner or any Property or any partner, member, officer, director or shareholder or any of the foregoing to any civil or criminal liability. The General Partner and the Limited Partners agree that throughout the period during which the General Partner is permitted to cure such breach the General Partner shall, in good faith, periodically at the reasonable request of the Class C Unit Holders discuss and consult with the Class C Unit Holders or Limited Partners who are Limited Partners as a result of being Holders of OP Units issued upon conversion of Class C Units with respect to the General Partner’s efforts to cure the same.
Sample 1Sample 2

Examples of REIT Event in a sentence

  • No Seller shall create, incur, assume or suffer to exist any Guarantees, except (i) to the extent the Guarantee or underlying obligation Guaranteed is reflected (or will be reflected when such Seller next issues financial statements) in such Seller’s financial statements or notes thereto and (ii) to the extent the aggregate Guarantees of such Seller do not exceed (a) prior to the occurrence of the REIT Event, $10 million, and (b) on and after the occurrence of the REIT Event, (b) $25 million.

  • In the event COI is not in default of any of its obligations hereunder, upon the determination by Crescent or the applicable Crescent Affiliate that it will dispose of a REIT Asset because of the occurrence of a REIT Event, Crescent or the applicable Crescent Affiliate may not sell the applicable REIT Asset to any other person or entity without COI's prior written consent.

  • No Seller shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person; provided that any Seller may merge or consolidate with another Person if a Seller is the Person surviving such merger; and provided further that in no event shall the REIT Event be prohibited by this subsection.

  • On and after the REIT Event, ECC has not engaged in any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) and (C) of the Code, which would cause ECC to be subject to a tax equal to 100% of the net income derived from such prohibited transaction in excess of $2,000,000.

  • Sellers’ ratio of Indebtedness to Adjusted Tangible Net Worth, on a consolidated basis, shall not exceed (i) on and after the Effective Date until but not including the REIT Event, 20:1 and (ii) on and after the REIT Event, 15:1.

  • On and after the Effective Date and prior to the REIT Event, the Sellers, on a consolidated basis, shall maintain an Adjusted Tangible Net Worth of at least the sum of (i) $40 million and (ii) 50% of Sellers’ positive quarterly net income for such quarter, on a consolidated basis.

  • As a result, avoiding (i) the loss of REIT status, (ii) the receipt of any income that does not constitute "rents from real property" within the meaning of Section 856(d) of the IRS Code, (iii) the ownership of nonqualifying assets for purposes of the asset tests set forth in Section 856(c)(4)(iv) of the IRS Code, and (iv) the imposition of income, penalty, or similar taxes (each an "Adverse REIT Event") is of material importance to Landlord and such REIT Affiliates.

  • On and after the REIT Event, the Sellers shall maintain, on a consolidated basis, an Adjusted Tangible Net Worth of the greater of (a) 70% of net equity raised in connection with the REIT Event and (b) $40 million.

  • No Seller shall make any material change in the nature of its business as carried on at the date hereof; provided, that in no event shall the REIT Event be deemed such a material change.

  • On or prior to the earlier of the initial Transaction by ECC or the REIT Event, ECC shall satisfy all conditions precedent to the initial Transaction set forth in Section 10(a) hereof.


More Definitions of REIT Event

REIT Event means the date of the completion of the transfer of income generating property and improvements of the Borrower or a Subsidiary to a real estate investment trust.
Sample 1
REIT Event means a "REIT Termination Event" as defined in the Certificates of Designation establishing the Series C and Series D preferred stock of the Borrower.
Sample 1
REIT Event means the acquisition or ownership by Crescent or a Crescent Affiliate of a direct or indirect interest in an Arena Related Asset or the Partnership (or a Subsidiary Partnership, REIT Partnership or an Opportunity Partnership) or Crescent or a Crescent Affiliate entering into a transaction that would not be prudent for a REIT to acquire, own or enter into because such asset or transaction (A) could generate gross income that does not qualify as income within the meaning of Section 856(c)(2) or Section 856(c)(3) of the Code, (B) constitutes an asset that could cause Crescent to fail one or more of the asset tests described in Section 856(c)(5) of the Code, (C) could generate prohibited transaction income described in Section 857 (b)(6) of the Code or (D) could otherwise adversely impact Crescent REIT's ability to qualify as a REIT for federal income tax purposes.
Sample 1

Related to REIT Event

  • Liquidity Event means a Change of Control or an IPO.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Put Event means the occurrence of:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Holding Limit Event means, assuming the investor is the Issuer and/or any of its affiliates, the Issuer together with its affiliates, in aggregate hold, an interest in the Underlying Stock, constituting or likely to constitute (directly or indirectly) ownership, control or the power to vote a percentage of any class of voting securities of the Underlying Stock, of the Underlying Stock in excess of a percentage permitted or advisable, as determined by the Issuer, for the purpose of its compliance with the Bank Holding Company Act of 1956 as amended by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule), including any requests, regulations, rules, guidelines or directives made by the relevant governmental authority under, or issued by the relevant governmental authority in connection with, such statutes.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Exit Event means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

  • Public event means any event that can be attended by the

  • De-listing Event means the situation where (i) the shares in the Issuer are not listed and admitted to trading on a Regulated Market or (ii) trading in the shares in the Issuer on the relevant Regulated Market is suspended for a period of fifteen (15) consecutive Business Days.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Credit Event Net Gain means, with respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of:

  • Significant Event means any Amortization Event or Event of Default.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Non-Viability Event means the earlier of:

  • Equity Listing Event means an initial public offering of shares in the Issuer, after which such shares shall be quoted, listed, traded or otherwise admitted to trading on a regulated market or unregulated market.

  • Credit Event UPB With respect to any Credit Event Reference Obligation, the unpaid principal balance thereof as of the end of the Reporting Period related to the Payment Date that it became a Credit Event Reference Obligation.

  • Delay Event means: (i) a tsunami, flood, cyclone, earthquake, bushfire or other act of nature; (ii) riot, civil commotion, war, invasion or a terrorist act; (iii) an imminent threat of an event in paragraphs (i) or (ii); or (iv) compliance with any lawful direction or order by a Government Agency;

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Credit Event Net Loss means, with respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of:

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Fall Away Event means such time as the Notes shall have an Investment Grade Rating and the Company shall have delivered to the Trustee an Officers’ Certificate certifying that the foregoing condition has been satisfied.

  • Private event means a social gathering or event attended

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.