Dissolving Member Event definition

Dissolving Member Event means any event, circumstance or occurrence, the proximate cause of which is an action taken by the Member who has sent a notice pursuant to Section 13.1(A)(8) or (10) electing to dissolve the Joint Venture Company which is sent after the occurrence of a Balance Sheet Metric Event. A Member shall not be deemed to have taken any action solely as a result of (a) the voting of the Managers appointed by such Member to the Board of Managers or the members of any committee appointed by such Member or (b) actions of any Seconded Employee, employee or officer of the Joint Venture Company (other than an
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Dissolving Member Event means any event, circumstance or occurrence, the proximate cause of which is an action taken by the Party (or a Relative or Affiliate of such Party) who has sent a notice pursuant to Section 4.2(A) or Section 4.2(C) that is sent after the occurrence of a Balance Sheet Metric Event. A Party shall not be deemed to have taken any action solely as a result of (a) the voting of the Managers under any Applicable Joint Venture Agreement appointed by such Party or such Party’s Relatives to the Board of Managers or the members of any committee appointed by such Party or such Party’s Relatives or (b) actions of any Seconded Employee under any Applicable Joint Venture Agreement, employee or officer of any Applicable Joint Venture (other than an action taken by any Seconded Employee under any Applicable Joint Venture Agreement at the specific direction of the Party or such Party’s Relative that employs him or her).
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Related to Dissolving Member Event

  • Dissolution Event has the meaning set forth in Section 6.1.

  • 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).

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

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.

  • Redeeming Member has the meaning set forth in Section 11.01(a).

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Public member means an individual who is not, and never

  • Merger Event shall have the meaning specified in Section 14.07(a).

  • Founding Member means any individual who is either:

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Dissolution Date means, as the case may be:

  • Redeeming Partner has the meaning set forth in Section 8.6.A.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Key Person Event means at any time during the Commitment Period (i) [__]4 ceases to devote time and attention for any reason, including death, disability or retirement, as required under Section 9.2 (Time and Attention) to the Fund[, the Prior Funds] and any Successor Fund permitted in accordance with this Agreement; or (ii) there is a Change of Control.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Preferred Member means a Member holding Preferred Units.

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;

  • Defaulting Member the meaning set forth in Section 3.2(a).

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Tier 2 Capital Event means the receipt by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities, the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Disposing Member is defined in Section 4.1.