Prohibited Assignee definition

Prohibited Assignee means any Person that is a bona fide business competitor of the Consolidated Parties and is set forth in that certain letter agreement, dated as of the date hereof, between the Borrower and the Administrative Agent as updated from time to time with the Administrative Agent’s prior written consent in its reasonable discretion.
Prohibited Assignee means any (a) so-called “vulture fund”, “loan-to-own fund”, distressed debt fund or other fund that is similar to the foregoing, in each case, whose primary business is distressed investing; (b) entity set forth in Schedule 10, (c) business development company under the Investment Company Act (or entity which has filed with the Securities and Exchange Commission to become a business development company under the Investment Company Act as of such date), hedge fund, non-bank asset manager, credit opportunities fund or specialty finance company, in each case, that directly and routinely competes with Logan Ridge’s senior debt business and which derives substantially all of its revenue from lending to and making investments in middle market companies; or (d) any Affiliate of any entity described under clauses (b) or (c) above.
Prohibited Assignee means (i) any Competitor and (ii) any Affiliate of a Competitor, as determined by the Borrowers and identified in a written notice by the Borrower Representative to the Administrative Agent with the Administrative Agent’s written consent (not to be unreasonably withheld); provided as to clause (i) and (ii) above, that “Prohibited Assignee” shall not include commercial or corporate banks or bona fide debt funds, and any funds that are managed or controlled by such commercial or corporate banks or bona fide debt funds which funds principally invest in commercial loans or debt securities.

Examples of Prohibited Assignee in a sentence

  • In connection with any sale or transfer of Series 2020-VF1 Notes, the Purchaser shall certify in writing for the benefit of the Indenture Trustee and the Administrator that the prospective assignee is not a Prohibited Assignee (as such term is defined in the Note Purchase Agreement).

  • If the assignee of any Restructured Loan or Restructured Note is a broker or other intermediary, the Restructure Lender making the assignment shall be required to obtain, prior to such assignment, a representation from such Person that the Restructured Loan and Restructured Note will not be beneficially owned by any Prohibited Assignee.

  • Except as agreed by the Administrative Agent and the Required Lenders (a) no such assignment shall be made (I) to any Credit Party or any Affiliate or Subsidiary of any Credit Party, (II) [reserved] or (III) to a natural person and (b) subject to Section 10.06(b)(vi), prior to a Specified Event of Default, no such assignment shall be made to any Prohibited Assignee.

  • In addition, Licensee may assign its rights and obligations under this License Agreement to any purchaser of Licensee's business to which this License Agreement relates ("Assignee"), other than a "Prohibited Assignee" (as set forth below), upon thirty (30) days written notice to Licensor informing it of the identity of such Purchaser.

  • A Buyer may, in its sole election, engage in repurchase transactions (as “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of such Buyer’s choice (such transaction, a “Repledge Transaction”); provided that each counterparty under a Repledge Transaction (each a “Repledgee”) shall not be a Prohibited Assignee.


More Definitions of Prohibited Assignee

Prohibited Assignee means (i) any Competitor and (ii) any Affiliate of a Competitor, as determined by the Borrower and identified in a written notice by the Borrower to the Administrative Agent with the Administrative Agent’s written consent (not to be unreasonably withheld); provided as to clause (i) and (ii) above, that “Prohibited Assignee” shall not include commercial or corporate banks or bona fide debt funds, and any funds that are managed or controlled by such commercial or corporate banks or bona fide debt funds which funds principally invest in commercial loans or debt securities.
Prohibited Assignee means (i) any competitor of the Company primarily operating in the biopharmaceutical industry, at least 50.0% of the revenues of which are derived from the sale of biopharmaceutical products, and (ii) any of such competitor’s Affiliates (other than any Person that is a bona fide debt fund primarily engaged in the making, purchasing, holding or other investing in commercial loans, notes, bonds or similar extensions of credit or securities in the ordinary course of business) that is either (x) identified by name in writing by the Company to the Investors from time to time or (y) clearly identifiable on the basis of such Affiliate’s name.
Prohibited Assignee means any third party who (x) [***] Any purported assignment of this VPA or the rights or obligations of a party under this VPA in violation of this Section 12.4 shall be null, void and of no further force or effect and shall constitute a Material Default.
Prohibited Assignee. As set forth in Section 12.6.
Prohibited Assignee means (i) any Official in Ghana or of the Government or GNPC whilst it is owned or Controlled by the Government; or (ii) any Family Member of such an Official referred to in (i) above; or (iii) any entity in which one or more individuals specified in (i) or (ii) owns an interest, except as a consequence of ownership by such individual of publicly-traded securities.
Prohibited Assignee means (x) any entity or affiliate thereof engaged in the infant and/or toddler nutrition business and having revenues related to such business in excess of $100 million per year (increased annually based on increases in the Producer Price Index), (y) any entity or affiliate thereof engaged in the manufacture or sale of baby care products of the type being manufactured or sold by Licensor as of the date of the intended assignment and having revenues related to such business in excess of $50 million per year (increased annually based on increases in the Producer Price Index) or (z) any entity that the Board of Directors of Licensor determines in good faith after reasonable inquiry is likely, as a result of any such assignment, to adversely effect the reputation or good will of Licensor or the public perception or value of the Licensed Trademarks; provided, however, that such entity shall not be deemed to be a Prohibited Assignee unless within 30 days of receiving written notice from Licensee identifying such entity as a potential assignee, Licensor's Board of Directors shall have (i) made the determination specified above, (ii) provided Licensee with a detailed list of its reasons for such determination, and (iii) issued a press release setting forth such determination and the reasons on which it is based. Notwithstanding the foregoing, in the event Licensee has reason to believe that Licensor's Board of Directors has not made such determination in good faith after reasonable inquiry, such issue of Licensor's good faith shall be resolved in accordance with the arbitration mechanism set forth in Section 19(c) of the Distributor Agreement, dated the date hereof between the parties hereto, and if it is determined not to have been made in good faith, then such entity will not be deemed a Prohibited Assignee.
Prohibited Assignee means any of the Persons listed on Schedule 3 attached to this Agreement.