Required Involvement definition

Required Involvement means (i) with respect to Xx. Xxxxxxx or any Qualified Replacement therefor, the dedication of substantially all of the Key Person’s business time to New Mountain, its funds and clients and their respective portfolio companies and (ii) with respect to Messrs. Xxxxxx and Xxxxx and any Qualified Replacement therefor, the dedication of a substantial majority of the Key Person’s business time to New Mountain’s credit investing activities, New Mountain’s credit funds and their portfolio companies. Upon the occurrence of an Alternative Key Person Event, the Adviser will, as soon as reasonably practicable, solicit votes from the Members to determine whether they wish to terminate the Investment Period at such time. If Members holding 70% of the outstanding Units affirmatively vote in favor of the termination of the Investment Period within 90 days of the Alternative Key Person Event, the Investment Period will be terminated upon the expiration of such 90-day period. An “Alternative Key Person Event” will be deemed to occur if at any time during the Investment Period any two Key Persons simultaneously cease for any reason to devote the Required Involvement for more than 30 days. At any time during the Investment Period, the Adviser may, by written notice to the Members, appoint a Qualified Replacement for any Key Person; provided that if, within 20 Business Days of receipt of notice from the Adviser of the selection of a person as a Qualified Replacement, holders of 60% of the outstanding Units object in writing to the selection of such person as a Qualified Replacement, such person shall not constitute a Qualified Replacement and the Adviser, in its sole discretion, shall appoint another person as a Qualified Replacement (with any such other person also being subject to objection pursuant to this proviso).
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Required Involvement shall have the meaning set forth in Section 5.6.
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Required Involvement means (x) with respect to each of Jxxxxxx X. Xxxxx, Jxxxxxx Xxx, Kxxxx Xxxx, Sxxx Xxxxxxxx, and Dxxxx Xxxxxxxxxx, being actively involved in and devoting sufficient time to the business and affairs of the Company and (y) with respect to Dxxxx X. Xxxxxx, devoting sufficient time to the business and affairs of Mxxxxx Sxxxxxx Private Credit & Equity, in each case, as deemed reasonably necessary by the Investment Adviser. If a majority-in-interest of the then-outstanding Units of the Company, voting together as a single class, vote in favor of the proposal to continue the Investment Period, the Investment Period shall be continued, and the Members will be obligated to fund capital contributions as if a Key Person Event had never occurred. Otherwise, the Investment Period shall be deemed to have terminated as of the date of the Key Person Meeting. For the avoidance of doubt, upon termination of the Investment Period as a result of a Key Person Event, the Company may continue to draw down Commitments to the extent set forth in Section 6.1.
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Examples of Required Involvement in a sentence

  • At its heart are the key principles of integration, inclusion and independence, that underpin the commitment to vulnerable adults in Hounslow.

  • Conceptual Drainage Plan required with CSP & Final Drainage Report required with construction documents Required Involvement from External Agencies: (Note: All submittals intended for the review of these agencies shall be submitted to the City.

  • Required Involvement from External Agencies: (Note: All submittals intended for the review of these agencies shall be submitted to the city.

  • Required Involvement means with respect to Steven DeFrancis or any Key Person, such person’s devotion of substantially all of his or her business time to the activities and affairs of Cortland, including its investment vehicles including but not limited to the Underlying Fund and their respective investments.

  • Problems Encountered and Resources Required: Involvement of all employeesWorking with the Grampanchayat under the routine norms of Government Scarcity of funds to enhance and undertake more work in Kelzar 1.

  • The Nineteenth Annual General Meeting was held on 28th September, 2013.

  • Required Involvement for Summer Stay (Student must meet one of the following)1) Involved in University activities in which living in close proximity to campus may be beneficial, or2) Enrolled in online or face-to-face summer classes at McKendree, or3) Registered for an internship through Career Services, or4) Employed on or off campus within thirty (30) miles of the Lebanon campus, or5) Maintains international status through the Office of Multicultural Affairs.

  • This person is responsible for inspection planning, preparing, performing and reporting to include coordinating the field work.

  • A “Key Person Event” shall occur when during the three (3) years following the Final Closing Date fewer than three of Kewsong Lee, Mark Jenkins, Justin Plouffe, Michael Hart, and Jeffrey Levin, or their respective Qualified Replacements, are devoting the Required Involvement (such persons collectively, the “Key Executives”).

  • A “Key Person Event” will be deemed to occur if at any time during the Investment Period all Key Persons simultaneously have ceased for any reason to devote the Required Involvement (as defined below) for more than 30 days.


More Definitions of Required Involvement

Required Involvement means (i) as to each of Kewsong Lee, Mark Jenkins or Justin Plouffe, and any of their respective Qualified Replacements, such person devotes substantially all of his or her business time to the business and affairs of the Adviser and its affiliates, including any portfolio company and any other portfolio company of any collective investment fund advised by the Adviser or its affiliates, his or her other business commitments existing as of the Closing Date and his or her participation on the board of directors of any person that is not a portfolio company of any collective investment fund advised by the Adviser or its affiliates and (ii) as to each other Key Executive, and any of their respective Qualified Replacements, such person
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Required Involvement shall have the meaning set forth in Section 5.6. “Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. “Senior Advisor” shall mean any employee or non-employee senior advisor of the Adviser or its Affiliates, in each case only for so long as such Person is employed or engaged by the Adviser or its Affiliates. “Similar Law” shall mean any U.S. or non-U.S. federal, state, local, or other law or regulation that is similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code. “Specified Expenses” means all Fund Expenses incurred in the operation of the Fund with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses, (iv) placement fees, (v) interest on and fees and expenses arising out of all Fund Indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Fund or its Affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes. “Specified Expenses Cap” shall mean an amount of Specified Expenses for any calendar year equal to (prorated for partial years and portions of years for which each applicable prong of the cap applies): (1) during the Closing Period, 0.40% of the greater of (A) $500 million and (B) actual Aggregate Committed Capital as of the end of such calendar year, (2) at the end of the Closing Period until the end of the Investment Period, 0.40% of aggregate Capital Commitments 10 and (3) after the end of the Investment Period, 0.40% of NAV. Further, if the actual Aggregate Committed Capital of the Fund at the end of the Closing Period is less than $500 million, the prong of the Specified Expenses Cap in clause (1) above will be retroactively adjusted to equal 0.40% of Aggregate Committed Capital at the end of the Closing Period. “Sponsor” shall have the meaning set forth in Section 5.2. “Sponsor Commitment” shall have the meaning set forth in Section 5.2. “Subscription Agreements” shall mean the Subscription Agreements entered into by the Common Unitholders in connection with their purchases of Common Units of the Fund. “Successor Fund” shall mean a closed-ended commingled investment vehicle organize...
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Related to Required Involvement

  • Required Information has the meaning set forth in Section 6.1.

  • Required Investors means the Investors holding a majority of the Registrable Securities.

  • Acquired Debt means, with respect to any specified Person:

  • Acquired Indebtedness means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

  • Required Interest shall have the meaning specified in the Standard Terms.

  • Required Insurance shall have the meaning provided in Section 9.03.

  • covered investment means, with respect to a Party, an investment in its territory of an investor of the other Party in existence as of the date of entry into force of this Agreement or established, acquired or expanded thereafter and which has been admitted by the latter Party in accordance with its laws, regulations and policies;

  • Required Insurances means collectively the Project Facility Insurances and the Contractor Insurances.

  • Permitted Person means – the Representatives of the Recipient; and any other person to whom the Recipient discloses Confidential Information with the prior written consent of the Disclosing Party;

  • Contracting activity for DoD also means elements designated by the director of a defense agency which has been delegated contracting authority through its agency charter. DoD contracting activities are listed at PGI 202.101.

  • Organizational Conflict of Interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

  • Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not “impair the employee’s ability to act impartially and in the best interest of the Government” is not covered under this definition.)

  • Highest Required Investment Category (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

  • Covered information as used in this paragraph includes any and all information concerning a student by which a student may be individually identified and includes “Covered Information” as defined in 105 ILCS 85/5 as amended, “School Student Records” as defined in 105 ILCS 10/2 and “Personally Identifiable Information” as defined in 34 C.F.R. 99.3. For purposes of this Addendum Customer Personal Data (as defined in the Agreement) will have the same meaning as Covered information.

  • Acquired Person means, with respect to any specified Person, any other Person which merges with or into or becomes a Subsidiary of such specified Person.

  • Connected Person in relation to a company, means:

  • Transferred Information means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

  • of a specified Person means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified person;

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • Covered defense information means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is—

  • Competing Activity means the providing of services or performance of activities for a Competitive Enterprise in a line of business that is similar to any line of business to which the Executive provided services to the Firm in a capacity that is similar to the capacity in which the Executive acted for the Firm while employed by the Firm, and (ii) “Competitive Enterprise” shall mean a business (or business unit) that (A) engages in any activity or (B) owns or controls a significant interest in any entity that engages in any activity, that in either case, competes anywhere with any activity in which the Firm is engaged up to and including the Executive’s Date of Termination. Further, notwithstanding anything in this Section 5, the Executive shall not be considered to be in violation of this Section 5 solely by reason of owning, directly or indirectly, any stock or other securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Executive’s interest does not exceed 5% of the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in such Competitive Enterprise).

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Competing Activities means the same or similar services as Xxxxxx Xxx Ltd is providing to the Restaurant under this Agreement or other activities having a similar purpose.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Issuer-Represented General Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.