Disqualifying Event. In connection with the transactions contemplated by the Merger, the Board of Directors of Price REIT shall not exercise any power, and shall waive any right at any time, to take any action to declare a Disqualifying Event (as such term is defined in Price REIT's charter) under Article IX of Price REIT's charter or to redeem or to refuse to transfer shares of Price REIT Common Stock pursuant thereto.
Disqualifying Event. Neither the Purchaser (nor any person who would, through the Purchaser’s ownership in the Fund, be deemed to beneficially own an interest in the Fund) is or has been subject to, is experiencing or has experienced (in each case, within the period of time prescribed by the applicable disqualifying or disclosable event under Rule 506(d) under the Securities Act) any of the events described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualifying Event”).4 The Purchaser shall promptly notify the General Partner if the Purchaser or any such other person becomes subject to or experiences a Disqualifying Event or becomes the subject of a formal proceeding that would, if adversely determined, constitute a Disqualifying Event.
Disqualifying Event. See definition of Eligible Optional Currencies.
Disqualifying Event. In relation to a Disqualifying Event, other than a Disqualifying Event dealt with in clause 5.2, the Directors may determine that the Option may be exercised immediately before or during the period of 90 days (or such other period as they in their absolute discretion determine) following the Disqualifying Event. Where the Directors determine that the Option may be exercised they will also determine the extent to which it can be exercised and the period within which it can be exercised and, in doing so, may take into account the extent to which any Performance Targets have been satisfied at the time of the Disqualifying Event.
Disqualifying Event. There are minimum levels of safety and performance required to qualify for any portion of the Management Fee at Risk for the Measurement Period. Notwithstanding anything to the contrary in this Exhibit or elsewhere in the Agreement, if any of the Disqualifying Events set forth below occur during a Measurement Period, Provider shall receive no portion of the Management Fee at Risk for the applicable Measurement Period, regardless of KPI Scores, and the Aggregate Management Fee at Risk Earned for all KPIs shall equal zero for such Measurement Period. Any of the following shall constitute a “Disqualifying Event”:
Disqualifying Event. Such Key Stockholder has not had a “disqualifying event” as defined in Rule 506(d)(1) of Regulation D of the Securities Act.
Disqualifying Event. A “Disqualifying Event” shall exist if the Junior Lender shall (i) be in default of any payment or performance obligation under the Guaranty, or (ii) claim that the Guaranty is not valid and binding on such Junior Lender, (iii) repudiate its obligations under the Guaranty or (iv) initiate legal proceedings (in the form of an insolvency proceeding, receivership, liquidation, dissolution, debt reorganization or like proceeding) seeking, inter alia, an adjudication that the Guaranty is not valid and binding on such the Junior Lender.
Disqualifying Event. Immediately prior to the occurrence of any Transfer or other event (a “Disqualifying Event”) that, but for the operation of this Section 1, would have caused a REIT Subsidiary be treated as closely held within the meaning of Code Section 856(h) or otherwise fail to qualify as a REIT, all or a portion (as determined below) of the Limited Partner Interest held by any Limited Partner whose direct or indirect Transfer or continued ownership of such Limited Partner Interest would have caused the Disqualifying Event shall be automatically transferred to a Trust with the rights, preferences and privileges described in this Schedule C, and shall be subject to the provisions of this Schedule C, without any further action by any Person (but subject to Section 10 hereof), as of the close of business on the Business Day immediately prior to the date of such Disqualifying Event. The intent of this Section 1 is to transfer automatically only the minimum amount of a Limited Partner Interest required to avoid a Disqualifying Event and, in the case of transfers by a Limited Partner that would cause a Disqualifying Event, that only the Limited Partner Interests of the purported Transferor or its Transferee be treated as transferred to a Trust. If a Disqualifying Event (including, for the avoidance of doubt, the original issuance of a Limited Partner Interest) arises as a result of direct or indirect transfers of interests in a Limited Partner and/or a Limited Partner’s failure to comply with any representation or covenant as to the Limited Partner’s domestic or foreign status (or the status of the Limited Partner’s direct or indirect owners), only the Limited Partner Interests of the Limited Partners the ownership of which was subject to direct or indirect transfer and/or the Limited Partners violating their representations or covenants are intended to be transferred to the Trust. If a Disqualifying Event could be avoided by transferring different combinations of Limited Partner Interests, the determination by the General Partner of which Limited Partner Interests shall be treated as transferred to a Trust shall be determinative.
