SUBSTANTIAL UNDERPERFORMANCE definition

SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and including the date of termination of the Employment Period (A) a default, whether or not cured, caused by the failure to make any Material Payment of any Debt (unless a clerical error caused such failure and such failure was cured immediately upon discovery), (B) any other material event of default (after giving effect to any applicable grace period) relating to any Material Debt the effect of which default is to cause, or to permit the holder or holders of such Material Debt (or a trustee or agent on behalf of such holder or holders) to cause, any such Material Debt to become due prior to its stated maturity (without regard to any subordination provisions relating thereto) or (C) any Material Debt shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof or (ii) as of 27
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SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and
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SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and including the date of termination of the Employment Period (A) a default, whether or not cured, caused by the failure to make any Material Payment of any Debt (unless a clerical error caused such failure and such failure was cured immediately upon discovery), (B) any other material event of default (after giving effect to any applicable grace period) relating to any Material Debt the effect of which default is to cause, or to permit the holder or holders of such Material Debt (or a trustee or agent on behalf of such holder or holders) to cause, any such Material Debt to become due prior to its stated maturity (without regard to any subordination provisions relating thereto) or (C) any Material Debt shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof or (ii) as of the date of the termination of the Employment Period, EBITDA for the 12-month period ending on the last day of the last completed calendar month immediately preceding the date of the termination of the Employment Period equals an amount less than 85% of aggregate Pro Forma EBITDA for the same 12-month period. For purposes of this definition, "Debt" shall mean, as of any date of determination, any Debt of the Company, Employer or any of their respective Subsidiaries; "Material Payment" shall mean any payment equal to or greater than $100,000; and "Material Debt" shall mean any Debt having an outstanding principal balance in excess of $3 million. "TCW/CRESCENT LENDERS" means collectively, TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or any investment fund for whom Trust Company of the West or any Affiliate of Trust Company of the West acts as an account manager. "TCW/CRESCENT PURCHASERS" means collectively, TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or any investment fund for whom Trust Company of the West or any Affiliate of Trust Company of the West acts as an...
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Related to SUBSTANTIAL UNDERPERFORMANCE

  • Substantial Performance means the stage of completion when:(a) all Work, as certified by the Contract Administrator, is capable of completion or correction at a cost of not more than:

  • Substantial Breach means the following:

  • Substantial Block means a number of shares of the Voting Stock which has 15% or more of the aggregate voting power of all outstanding shares of Voting Stock.

  • Substantial cause means Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.

  • Substantial damage means damage of any origin sustained by a structure whereby the cost of restoring the structure to its before damaged condition would equal or exceed 50 percent of the market value of the structure before the damage occurred.

  • Substantial Owner means any person or persons who own or hold a twenty-five percent (25%) or more percentage of interest in any business entity seeking a FPDCC Privilege, including those shareholders, general or limited partners, beneficiaries and principals; except where a business entity is an individual or sole proprietorship, Substantial Owner means that individual or sole proprietor.

  • Substantial Amount means, at the time of determination thereof, an amount in excess of 30.0% of total consolidated assets (exclusive of depreciation) at such time of the Borrower and its Subsidiaries determined on a consolidated basis.

  • Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

  • Substantial compliance means a level of compliance with these rules where any deficiencies pose no greater risk to resident health or safety than the potential for causing minor harm.

  • Substantial improvement means any combination of repairs, reconstruction, rehabilitation, addition, or other improvement of a structure, taking place during any one-year period for which the cost equals or exceeds 50 percent of the market value of the structure before the “start of construction” of the improvement. This term includes structures which have incurred “substantial damage”, regardless of the actual repair work performed. The term does not, however, include either:

  • Permanent total disability means incapacity because of accidental injury or occupational disease to earn any wages in any employment for which the employee may become physically suited and reasonably fitted by education, training or experience, including vocational rehabilitation; loss of both hands, or both feet, or both legs, or both eyes, or any two thereof, shall constitute permanent total disability;

  • Substantial Change means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

  • substantial owners means any individuals entitled to more than 10% of the profits of or with an interest of more than 10% in an entity either directly or indirectly.

  • Substantial Taking means a Taking of at least 15% of the Land or Improvements which, in Lessee’s and Lessor’s reasonable judgment, will materially and adversely interfere with any development or use of the Premises that Lessee is then conducting or intends in good faith to conduct in the future.

  • Substantial business relationship means the extent of a business relationship necessary under applicable state law to make a guarantee contract issued incident to that relationship valid and enforceable. A guarantee contract is issued "incident to that relationship" if it arises from and depends on existing economic transactions between the guarantor and the owner or operator.

  • Substantial interest means holding of a beneficial interest by an individual or his spouse or minor child, whether singly or taken together in the shares of a company, the amount paid up on which exceeds ten per cent of the paid up capital of the company; or the capital subscribed by all the partners of a partnership firm;