Primary Event definition

Primary Event means (whether or not capitalized) an event upon which a cause of action, claim or other liability can be based.
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Primary Event as used herein shall mean the occurrence of one or more of the following: (i) the Aggregate Debt Service Coverage Ratio for any four (4) consecutive quarters falls below 1.375 to 1.00, unless such fall in the Aggregate Debt Service Coverage Ratio is due solely to the construction of a Debt Service Alteration (as defined in the Security Instruments) and Borrower has posted one or more Letters of Credit in accordance with the terms of Subsection 4.5(g) of the Security Instruments; or (ii) the long-term unsecured debt rating of the Manager (as defined in any of the Security Instruments), or the Qualified Manager (as defined in any of the Security Instruments) if such Qualified Manager has a Qualified Rating (defined below), falls to BB+ or Ba1, as applicable; or (iii) if the Qualified Manager does not have a Qualified Rating, and the Rating Agencies, as a condition to confirming that the employment of the Qualified Manager would not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities, require that a lock-box be established; or (iv) if the Qualified Manager does not have a Qualified Rating and the Rating Agencies did NOT require the establishment of a lock-box as a condition to confirming that the employment of the Qualified Manager would not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities, any notice that the continued employment of such Qualified Manager without the establishment of a lock-box would result in the ratings then assigned to the Securities being downgraded, withdrawn or qualified by the Rating Agencies. Upon the occurrence thereof, a Primary Event shall NOT be deemed cured if one or more of the foregoing conditions (i), (ii), (iii) and (iv) shall cease to exist and the provisions of Section 5(b) shall control for so long as the indebtedness secured by the Security Instruments shall remain outstanding. The term "Qualified Rating" shall mean, with respect to a Qualified Manager, that its long term unsecured debt is assigned a rating of at least BBB- or Baa3, as applicable, by the Rating Agencies.
Sample 1

Examples of Primary Event in a sentence

  • If a Primary Event of Default with respect to Series 2021-1 as set forth in the Group Supplement for Group 1 occurs and is continuing, the Trust, on demand of the Indenture Trustee, will pay to the Note Paying Agent for the benefit of the Noteholders, the overdue amount with interest at the rate of interest then applicable to the Notes.

  • The Company shall promptly, and in any event within 10 Business Days, following a Primary Event Leverage Increase notify the holders of the Notes in writing that a Primary Event Leverage Increase has commenced and the date of such commencement.

  • The SACRE Primary Event scheduled for July 2016 was postponed until October 2016 to enable greater participation.

  • In India, replication of the Chinese agrarian system is not politically fea- sible, so marginal and landless farmers will require a strong social protection system through well-targeted social security and employment policies.

  • Primary Event Support Criteria AOPA depends upon the generosity of airports and their tenants to provide ample space for the fly-in events.

  • Output in agriculture fell by 47 percent during the same period and its share declined from 10.4 percent to 4.8 percent.

  • Please consult with your Primary Event Coordinator to confirm applicable rental rate schedule.

  • Serve as the Primary Event Organizer for the Society and complete DSU training(s) as required.

  • South stairwell brick walls blown into the packing building 3.3.4 Primary Event Combustible Dust Source The CSB learned that, during the 3 to 4 days preceding the incident, workers were clearing sugar lumps lodged in the silo 1 sugar discharge holes above the steel belt.

  • Complete and submit the appropriate Student Event/Activity Approval form and a Primary Event Organizer Contract for each event.

Related to Primary Event

  • Extraordinary Event means any event, circumstance or cause which Royal Bank determines has or will have a material adverse effect on the ability of Royal Bank to perform its obligations under the Notes or to hedge its position in respect of its obligation to make payment of amounts owing thereunder, including as a result of any of Royal Bank’s internal policies, and more specifically includes a Market Disruption Event in respect of any Share or Hedging Event.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’sobligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates, (c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or(d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Rejection Event means, in respect of the Benchmark, the relevant competent authority or other relevant official body rejects or refuses or will reject or refuse any application for authorisation, registration, recognition, endorsement, equivalence, approval or inclusion in any official register which, in each case, is required in relation to the Securities, the Benchmark or the administrator or sponsor of the Benchmark under any applicable law or regulation for the Issuer or any other entity to perform its obligations in respect of the Securities.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Company Triggering Event means: (i) the failure of the Board of Directors of the Company to recommend that the Company's stockholders vote to adopt this Agreement, or the withdrawal or modification of the Company Board Recommendation in a manner adverse to Parent, or the Board of Directors shall have taken any other action that is or becomes disclosed publicly or to a third party, which indicates that the Board of Directors of the Company does not support the Merger or does not believe that the Merger is in the best interests of the Company's stockholders; (ii) the Company shall have failed to include in the Proxy Statement the Company Board Recommendation or a statement to the effect that the Board of Directors of the Company has determined and believes that the Merger is in the best interests of the Company's stockholders; (iii) an Acquisition Proposal is publicly announced and the Board of Directors of the Company fails to reaffirm without qualification the Company Board Recommendation, or fails to publicly state without qualification, that the Merger is in the best interests of the Company's stockholders, within five business days after Parent requests in writing that such action be taken; (iv) the Board of Directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have failed to comply with Section 5.04 in any material respect; (vi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within ten business days after the commencement of such tender or exchange offer, a statement disclosing that the Board of Directors recommends rejection of such tender or exchange offer; (vii) an Acquisition Proposal is publicly announced, and the Company fails to issue a press release announcing its opposition to such Acquisition Proposal within ten business days after such Acquisition Proposal is announced; or (viii) either the Company or any of its subsidiaries or any their Representatives shall have breached any of the provisions set forth in Section 5.04 (in any material respect) or Section 6.15.

  • 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.

  • Extraordinary Events Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Reduction Event means, in relation to Notes that are Subordinated Notes, that a resolution has been passed at a general meeting of the Issuer’s shareholders in accordance with Danish law to reduce, inter alia and in the order described in Condition 10.3 (Effect), the Outstanding Principal Amounts and any accrued but unpaid interest and following the occurrence of all of the following circumstances:

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

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

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

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Severe Disruption Event means any event specified as such in the Final Terms.

  • Security Event means an immediately reportable subset of security incidents which incident would include:

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

  • Put Option Event means a Change of Control Event.

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement.

  • Disruption Event means either or both of:

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.