Tier One Parallel Investment Vehicles definition

Tier One Parallel Investment Vehicles means each Parallel Investment Vehicle (including for purposes of this definition, the Company) that, at the time a particular vote, consent, approval or determination is required under the Voting Agreement, has a Consortium Percentage Interest of at least ten percent (10%); provided, however, that if any Consortium Member holding an interest in such Parallel Investment Vehicle has a Consortium Percentage Interest of at least ten percent (10%), but is a Defaulting Member (as defined hereunder or the applicable Parallel Investment Agreement), then either (i) if such Defaulting Member is the only Non-Managing Member in such Parallel Investment Vehicle that has a Consortium Percentage Interest of at least ten percent (10%), such Parallel Investment Vehicle shall not be a Tier One Parallel Investment Vehicle and shall be excluded from both the numerator and denominator of the calculation of the percentage of such vote, consent, approval or determination hereunder for so long as such Consortium Member is a Defaulting Member or (ii) if such Defaulting Member is not the only Non-Managing Member in such Parallel Investment Vehicle that has a Consortium Percentage Interest of at least ten percent (10%), the Consortium Percentage Interest of such Defaulting Member shall be excluded for purposes of such Tier One Investment Vehicle’s voting, consent and approval rights under the Voting Agreement.

Examples of Tier One Parallel Investment Vehicles 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.

  • 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.

  • Except as expressly provided to the contrary in this Agreement, and except for the implied contractual covenant of good faith and fair dealing, to the fullest extent permitted by law, the Parallel Investment Vehicles hereby agree and acknowledge that the Tier One Parallel Investment Vehicles do not owe any fiduciary or other duties to the Parallel Investment Vehicles, in their capacity as Tier One Parallel Investment Vehicles.

  • 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.

  • Cheating is the use of any form of assistance.Special Accommodations: If you need accommodations because of a disability, if you have emergency medical information to share, or if you need special arrangements in case the building must be evacuated, please see an instructor privately after class, or contact one of them at their office locations listed above.

  • PUR.0.73.0043/3233, DATED 21.08.2010 PROFORMA OF BANK GUARANTEE FOR BID BOND(To be typed on Non-judicial stamp paper of the value of Indian Rupees of One Hundred)TO BE ESTABLISHED THROUGH ANY OF THE NATIONALISED BANKS (WHETHER SITUATED AT VISAKHAPATNAM OR OUTSATTION) WITH A CLAUSE TO ENFORCE THE SAME ON THEIR LOCAL BRANCH AT VISAKHAPATNAM OR ANY SCHEDULED BANK (OTHER THAN NATIONALISED BANK) SITUATED AT VISAKHAPATNAM.

  • No amendment shall alter in a materially adverse manner any provision hereof that requires approval or consent of any specified percentage of Interests of Members, of the Board of Directors or of the Tier One Parallel Investment Vehicles without the approval or written consent of Members holding such specified percentage of Interests, such specified percentage of the Board of Directors or such specified percentage of the Tier One Parallel Investment Vehicles.

Related to Tier One Parallel Investment Vehicles

  • Investment Vehicles means any investment company or pooled investment fund, including, but not limited to, mutual fund families, exchange-traded funds, fund of funds and hedge funds, in which a Defendant has or may have a direct or indirect interest, or as to which its affiliates may act as an investment advisor, but of which a Defendant or its respective affiliates is not a majority owner or does not hold a majority beneficial interest.

  • Investment Vehicle means a corporation, partnership, limited partnership, limited liability company, association, or other entity, either domestic or foreign, managed by an external manager in which a board is the majority investor and that is organized in order to invest with, or retain the investment management services of, other external managers.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Permitted Joint Venture Investment means, with respect to any specified Person, Investments in any other Person engaged in a Permitted Business of which at least 40% of the outstanding Capital Stock of such other Person is at the time owned directly or indirectly by the specified Person.

  • Investment Assets means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by the Company.

  • Canadian Investment Manager designation means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Special purpose spray adhesive means an aerosol adhesive that meets any of the following definitions:

  • Special purpose equipment means equipment which is used only for research, medical, scientific, or other technical activities. Examples of special purpose equipment include microscopes, x-ray machines, surgical instruments, and spectrometers.

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Follow-On Investment means an additional investment in the same issuer, including, but not limited to, through the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

  • Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.

  • Investment Portfolio means invested assets (including cash and cash equivalents, short-term investments, bonds or other fixed income securities and equity investments).

  • Investment Project means an investment in qualified buildings

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Investment Affiliate means any Person in which the Consolidated Group, directly or indirectly, has a ten percent (10%) or greater ownership interest, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

  • Investment Related Property means: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • SPE Equity Owner is not applicable. Borrower will not be required to maintain an SPE Equity Owner in its organizational structure during the term of the Loan and all references to SPE Equity Owner in this Loan Agreement and in the Note will be of no force or effect.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Mezzanine Investments means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and Preferred Stock in each case (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.