Tier One Action definition

Tier One Action means any action by the Partnership or the Consortium, as applicable, which is subject to the vote, consent, approval or determination of the Tier One Parallel Investment Vehicles under this Agreement, which the Partners hereby agree shall include, without limitation, the actions set forth in (i) the following defined terms: Fair Market Value, Fiscal Year, Independent Accounting Firm, Long Stop Date and Removal Liquidating Trustee and (ii) Sections 3.6, 4.2(a) - 4.2(c), 4.3(a), 4.5, 8.2(a), 9.2(e), 9.2(f), 11.1 and 11.2 and such other votes, consents, approvals and determinations for matters pertaining to all of the Consortium Members as set forth in this Agreement.
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Tier One Action means any action by the Company or the Consortium, as applicable, which is subject to the vote, consent, approval or determination of the Tier One Parallel Investment Vehicles under this Agreement, which the Members hereby agree shall include, without limitation, the actions set forth in (i) the following defined terms: Fair Market Value, Fiscal Year, Independent Accounting Firm, Long Stop Date and Removal Liquidating Trustee and (ii) Sections 3.6, 4.2(a) - 4.2(c), 4.3(a), 4.5, 8.2(a), 9.2(e), 9.2(f), 11.1 and 11.2 and such other votes, consents, approvals and determinations for matters pertaining to all of the members of the Consortium as set forth in this Agreement.
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Examples of Tier One Action in a sentence

  • To the extent an applicable voting percentage is not expressly stated in this Agreement with respect to any Tier One Action, such Tier One Action shall be determined by a Majority Vote of Tier One Parallel Investment Vehicles.

  • Except as expressly provided herein, the Board of Directors shall conduct its business in such manner and by such procedures as a Majority Vote of Board of Directors deems appropriate; provided, that the procedures of the Board of Directors shall be substantially similar to the procedures of the board of directors for each Parallel Investment Vehicle in relation to any Tier One Action.

  • Each Tier One Action shall be subject to a vote, consent, approval or determination of the Tier One Parallel Investment Vehicles under the Voting Agreement, and in connection therewith, the Company and each Parallel Investment Vehicle shall be required to act solely in accordance with the result of the decision made under the Voting Agreement.

  • Each Tier One Action shall be subject to a vote, consent, approval or determination of the Tier One Parallel Investment Vehicles under the Voting Agreement, and in connection therewith, the Partnership and each Parallel Investment Vehicle shall be required to act solely in accordance with the result of the decision made under the Voting Agreement.

  • If Purchaser Nominee I does not notify the Person identified on Schedule 5.01 (b)(ii) or any replacement Person identified in a notice from Sellers to Purchaser (such Person, the “Seller Nominee I”) of Purchaser’s express refusal to consent to the taking of the proposed action described in the Tier One Notice prior to the Tier One Action Date, Purchaser will be deemed to have consented to the taking of such action.