Partial Monetization Event definition
Partial Monetization Event means a Monetization Event that is not a Majority Monetization Event.
Partial Monetization Event means, with respect to any Project, (i) the sale, lease, exchange, transfer or other disposition (other than any such transaction consummated in the ordinary course of business consistent with past practices), either directly or indirectly, of the assets of such Project, to a Person or group of Persons (other than any Affiliate of Purchaser), (ii) any direct or indirect sale by Purchaser of equity interests in the applicable Project Company or its applicable HoldCos to a Person or group of Persons (other than any Affiliate of Purchaser), (iii) any merger, consolidation, business combination or equity sale of the applicable Project Company or its applicable HoldCos, in each case, involving a counterparty or counterparties who is not an Affiliate of Purchaser, (iv) utilizing a Tokumei Kumiai contract to raise capital with respect to the applicable Project Company or its applicable HoldCos or (v) any recapitalization or refinancing of the debt existing at the applicable Project Company or its applicable HoldCo as of the date hereof; provided that (A) any of the foregoing transactions with respect to all or substantially all of the assets held directly by, or the equity of, Purchaser or Pattern US Finance Company LLC shall not constitute a “Partial Monetization Event”; and (B) if any transaction set forth in the foregoing clauses (i)–(v) is consummated with respect to a controlled Affiliate of Purchaser, and such transaction pertains to assets other than the Project or Projects owned by such controlled Affiliate, then such transaction shall only be deemed a Partial Monetization Event to the extent the assets or equity of the Projects comprise at least 50% of the total assets and/or equity with respect to which such transaction is being consummated.