Prohibited Owner means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.9(ii)(a), would Beneficially Own or Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of the Shares that the Prohibited Owner would have so owned.
Designated Owner has the meaning set forth in the Statement.
Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.
Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.
Series A Distribution Rate means 6.375%.
Series A Preferred means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.
Class Interest Distribution Amount As to each RCR Class and each Distribution Date, an amount equal to interest accrued during the related Interest Accrual Period (computed on the basis of a 360-day year consisting of twelve 30-day months) at the applicable Interest Rate on the Class Balance thereof immediately prior to such Distribution Date.
Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).
Series A Liquidation Preference means a liquidation preference for each Series A Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and unpaid Series A Distributions (whether or not such distributions shall have been declared).
Regular Principal Distribution Amount means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date), over (ii) the excess, if any, of the Adjusted Pool Balance as of the end of the related Collection Period less the Overcollateralization Target Amount minus (b) the sum of the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount for such Payment Date.
Class A Noteholders’ Interest Distribution Amount means, for any distribution date, the sum of: • the amount of interest accrued at the class A note interest rates for the related accrual period on the aggregate outstanding principal balances of all classes of class A notes on the immediately preceding distribution date, after giving effect to all principal distributions to class A noteholders on that preceding distribution date; and • the Class A Note Interest Shortfall for that distribution date.
Subsidiary REMIC Regular Interest Any one of the "regular interests" in the Subsidiary REMIC described in the Preliminary Statement.
Regular Distribution Date Replacement Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".
Second Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(E).
Excess Interest Distribution Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Class S – Excess Interest Distribution Account.” Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
Permit Holder means the Person to whom a Building Permit has been issued.
Preferred Unit means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.
Residual Distribution Amount For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group 1 and Loan Group 2 remaining after all distributions of the REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount”. For any Distribution Date, with respect to the Class R-2 Residual Interest, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distribution pursuant to the last clause thereof). For any Distribution Date, with respect to the Class R-3 Residual Interest and for Loan Group 1 and Loan Group 2, any portion of the REMIC III Available Distribution Amount for Loan Group 1 and Loan Group 2, respectively, remaining after all distributions of such REMIC III Available Distribution Amount pursuant to clauses (I)(A), (I)(B), (I)(C), (II)(A) and (II)(B), as applicable, of the definition of “REMIC III Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(C), (II)(A) and (II)(B)). Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC III Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R-1, Class R-2 and Class R-3 Residual Interests in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.
Series A Liquidation Value means the sum of the Series A Liquidation Preference and declared and unpaid distributions, if any, to, but excluding, the date of the Dissolution Event on the Series A Preferred Mirror Units.
Class B Noteholders’ Interest Distribution Amount means, for any distribution date, the sum of: • the amount of interest accrued at the class B note rate for the related accrual period on the outstanding principal balance of the class B notes on the immediately preceding distribution date, after giving effect to all principal distributions to class B noteholders on that preceding distribution date, and • the Class B Note Interest Shortfall for that distribution date.
Class Optimal Interest Distribution Amount With respect to any Distribution Date and interest-bearing Class, the sum of (i) one month's interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class, on the related Class Certificate Balance or Notional Amount, as applicable, immediately prior to such Distribution Date, subject to reduction pursuant to Section 4.02(d), and (ii) any Class Unpaid Interest Amounts for such Class.
Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Class UT-R Interest The residual interest in the Upper-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.
Senior Interest Distribution Amount With respect to any Distribution Date, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date for the Class A Certificates and (ii) the Interest Carry Forward Amount, if any, for such Distribution Date for the Class A Certificates.
Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.