Designation Right Termination Event definition

Designation Right Termination Event shall occur on the earliest to occur of (i) the Purchaser and its Affiliates holding a number of Series A Preferred Units and Conversion Units that is less than twenty-five percent (25%) of the number of Series A Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, (ii) such time as the sum of (A) the number of Common Units into which the Series A Preferred Units collectively held by the Purchaser and its Affiliates are convertible and (B) the number of Conversion Units which are then collectively held by the Purchaser and its Affiliates represent less than ten percent (10%) of the Common Units then outstanding and (iii) the Purchaser ceasing to be an Affiliate of The Blackstone Group L.P. Prior to the occurrence of a Designation Right Termination Event, GP LLC shall invite the Purchaser Designated Director to attend all meetings of each committee of the Board of Directors (other than the Audit Committee, the Conflicts Committee, the Compensation Committee, the Governance Committee, any pricing committee established for an offering of securities by the Partnership and any committee established to deal with conflicts with the Purchaser or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give the Purchaser Designated Director copies of all notices, minutes, consents and other materials that it provides to such committee members.
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Designation Right Termination Event shall occur on the earliest to occur of (i) Enfield and its Affiliates holding a number of ENLK Series B Preferred Units and Common Units issued upon the exchange of ENLK Series B Preferred Units pursuant to the Company Operating Agreement (“Company Exchange Units”) that is less than 25% of the number of ENLK Series B Preferred Units initially issued to Enfield pursuant to the Convertible Preferred Unit Purchase Agreement, dated as of December 6, 2015, between the Partnership and Enfield, (ii) such time as the sum of (A) the number of Common Units into which the ENLK Series B Preferred Units collectively held by the Enfield and its Affiliates are exchangeable pursuant to the Company Operating Agreement and (B) the aggregate number of Company Exchange Units which are then collectively held by Enfield and its Affiliates represent less than 6.5% of the Common Units then outstanding, and (iii) Enfield ceasing to be an Affiliate of TPG Capital, L.P. (“TPG”). For purposes of this Section 1(f), each of the limited partners of Enfield as of the date hereof and each of their respective Affiliates will be deemed to be Affiliates of Enfield. For so long as Enfield has the right to appoint an Investor Designated Director pursuant to this Section 1, the Managing Member shall invite the Investor Designated Director to attend all meetings of each committee of the Board (other than the Audit Committee, the Conflicts Committee, the Governance and Compensation Committee, any pricing committee established for an offering of securities by the Company, and any committee established to deal with conflicts with Enfield or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give the Investor Designated Director copies of all notices, minutes, consents, and other materials that it provides to such committee members.
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Designation Right Termination Event has the meaning set forth in Section 6.1(e).
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Examples of Designation Right Termination Event in a sentence

  • Prior to a Designation Right Termination Event, any Investor Designated Director may be removed by the Investor at any time, with or without “cause” (as defined below), and by a majority of the other director(s) then serving on the Board only for “cause” (as defined below), but not by any other party, and any vacancy in such position shall be filled solely by the Investor.

  • Any Director or the entire Board may be removed, with or without cause, by the Member; provided, however, until the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Investor Designated Director shall be removed only as provided in the Board Representation Agreement.

  • Deviations from financial management reporting provisions set forth in NFS 1842.72 require approval in accordance with NFS 1801.471.

  • Prior to a Designation Right Termination Event, any Purchaser Designated Director may be removed by the Purchaser at any time and by a majority of the other director(s) then serving on such Board of Directors (or other applicable governing body) for “cause” (as defined below), but not by any other party; and any vacancy in such position shall be filled solely by the Purchaser.

  • Prior to a Designation Right Termination Event (as defined below) or during the Redemption Designation Period, any Purchaser Designated Director may be removed by the Purchaser at any time and may be removed by a majority of the other directors then serving on the Board for “cause” (as defined below); and any vacancy in such positions shall be filled solely by the Purchaser.

  • In any such case described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Shareholders will withdraw the designation of such proposed Family Designee and, so long as no Family Designation Right Termination Event has occurred, be permitted to designate a replacement therefor (which replacement Family Designee will also be subject to the requirements of this Section 1.3).

  • Immediately upon the occurrence of any Family Designation Right Termination Event, all obligations of the Company with respect to any Family Director or Family Designee pursuant to this Article I shall forever terminate and, unless otherwise requested by the Board (acting by a majority of the members of the Board excluding the Family Director), the Shareholders shall cause the Family Director to immediately resign from the Board.

  • Upon the occurrence of a Designation Right Termination Event, the right of the Investor to designate an Investor Designated Director shall terminate and the Investor Designated Director then serving on the Board, promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the other directors then serving on the Board or GIP III Stetson I, as the sole member of the Managing Member, shall resign as a member of the Board.

  • Following the Second Designation Right Termination Event, the General Partner shall promptly remove all Directors serving on the Board that have been designated by Stonepeak (including the Stonepeak Designated Directors appointed pursuant to Section 1(a) of the Agreement or Directors appointed pursuant to this letter agreement) and shall fill all resulting vacancies in accordance with the GP LLC Agreement.


More Definitions of Designation Right Termination Event

Designation Right Termination Event. For the purposes of this Agreement, the “Redemption Designation Period” shall commence on January 1, 2022 if any Class B Preferred Units remain outstanding on such date and shall continue until the date on which all Class B Preferred Units have been redeemed pursuant to the provisions of the Partnership Agreement or have been converted into Common Units.
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Designation Right Termination Event has the meaning set forth in Section 6.1(d). “Directors” has the meaning set forth in Section 6.1(a). “Eligible Directors” means any Director who is not a Series A Designated Director. “EMG” shall have the meaning set forth in Section 11.1. “Employees” has the meaning set forth in Section 11.2. “Encumbrance” means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, any defect or imperfection in title, preferential arrangement or restriction, right to purchase, right of first refusal or other burden or encumbrance of any kind, other than those imposed by this Agreement. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Existing Owners” means the Original Members listed on Schedule 1 attached hereto, excluding PAGP. “Group Member” means a member of the Company Group. “Indemnitee” means (a) any Existing Owner, (b) any Person who is or was an Affiliate of the Company or any Existing Owner, (c) any Person who is or was a managing member, manager, general partner, shareholder, director, officer, fiduciary, agent or trustee of the Company, any Existing Owner or any Affiliate of the Company or any Existing Owner, (d) any Person who is or was serving at the request of the Company, any Existing Owner or any Affiliate of the Company or any Existing Owner as a member, manager, partner, director, officer, fiduciary, agent or trustee of another Person in furtherance of the business or affairs of any Group Member; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (e) any Person the Board designates as an “Indemnitee” for purposes of this Agreement. “Independent Director” means a Director who meets the independence requirements of the National Securities Exchange on which PAGP Class A Shares or MLP Common Units are listed or admitted for trading. “Initial Offering” means the initial offering and sale of the PAGP Class A Shares to the public, as described in the Registration Statement. “Institutional Investments” has the meaning set forth in Section 11.1. “Xxxxx Xxxxxxxx” has the meaning set forth in Section 11.1.
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Related to Designation Right Termination Event

  • Company Termination Event means any of the following:

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Termination Right have the respective meanings given in the PRA Contractual Stay Rules.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Termination for Cause or "Cause" shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order, or any material breach of this Agreement, in such case as measured against standards generally prevailing at the relevant time in the savings and community banking industry. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Bank or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Standstill Termination Date means the earlier of (i) 90 days after the Board Designation Termination Date and (ii) the later of (A) the first anniversary of the date of this Agreement and (B) 90 days after the date on which all Purchaser Designated Directors have resigned or been removed from the Board and the Purchaser has permanently waived and renounced its Board designation rights under Section 1.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.