Subsequent Event Closing definition

Subsequent Event Closing means the closing of a transaction involving the Manager and/or its Affiliates and the Company which is expressly identified in writing by the Manager and the Company (at the direction of Board members not affiliated with the Manager) to constitute a "subsequent event" for purposes of this definition. The Manager acknowledges that a transaction which constitutes a Subsequent Event Closing will not be deemed to be a Change of Control Transaction and the Manager will not be entitled to any Transaction Bonus in connection with a Subsequent Event Closing.

Examples of Subsequent Event Closing in a sentence

  • This information will be provided to the Comptroller General's office in the current year Subsequent Event Closing Package for FY2020.

  • The Manager acknowledges that the Manager will have no right to put Company shares upon the occurrence of a Change of Control Transaction or a Subsequent Event Closing and the Manager's put right under this paragraph will terminate upon the occurrence of a Change of Control Transaction or Subsequent Event Closing.

  • The Manager and the Company acknowledge that no agreement has been reached regarding the nature or terms of a Subsequent Event Closing and each party's obligation to undertake a Subsequent Event Closing is conditioned upon the negotiation and execution of definitive transaction documents.

Related to Subsequent Event Closing

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Subsequent Closing Date as defined in Section 2.2(b) hereof.

  • Put Event means the occurrence of any of the following:

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Potential Adjustment Event means any of the following:

  • Second Closing Date means the date of the Second Closing.

  • Payment Event means any of the following:

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Event Date shall have the meaning set forth in Section 2(d).

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Second Closing has the meaning set forth in Section 2.2.

  • IPO Closing Date means the closing date of the IPO.

  • Adjustment Event means each of the following events:

  • Original Closing Date means March 21, 2013.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • 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.

  • Put Option Event means a Change of Control Event.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.