Buyout Event definition

Buyout Event has the meaning set forth in Section 9.2(a).
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Buyout Event shall occur upon the earlier of (a) the occurrence of a second Blocking Event within a period of 24 consecutive months following the occurrence of a prior Blocking Event or (b) the occurrence of a third Blocking Event (regardless of the period of time between Blocking Events).
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Buyout Event is defined in Section 9.11(a) of the Company LLC Agreement.
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Examples of Buyout Event in a sentence

  • No Lease Event of Default, Lease Indenture Event of Default, Event of Loss or Burdensome Buyout Event or event that with the passage of time or giving of notice or both would constitute a Lease Event of Default, Lease Indenture Event of Default, Event of Loss or Burdensome Buyout Event shall have occurred and be continuing.

  • To the Actual Knowledge of the Facility Lessee, no Burdensome Buyout Event has occurred or will occur upon the execution and delivery of the Operative Documents and the Facility Lessee does not have Actual Knowledge of any event that could reasonably be expected to result in a Burdensome Buyout Event.

  • No Burdensome Buyout Event has occurred or will occur upon the execution and delivery of the Operative Documents, and Xxxxx City does not have Actual Knowledge of any event that could reasonably be expected to result in a Burdensome Buyout Event.

  • In the event that there is more than one Remaining Member at the time a Buyout Event occurs, the Remaining Members shall be entitled to exercise the Buyout Option pro rata in accordance with their respective Percentage Interests.

  • Within 30 days of receipt of notice of a Buyout Event, the Remaining Member shall give written notice (the “Buyout Notice”) to the Departing Member of the Remaining Member’s desire to purchase the Departing Member’s LLC Interest.

  • To the Actual Knowledge of the Facility Lessee, no Burdensome Buyout Event has occurred under the Operative Documents or will occur upon the execution and delivery of the Operative Documents and the Facility Lessee does not have Actual Knowledge of any event that could reasonably be expected to result in a Burdensome Buyout Event.

  • Subsequent to such transfer, the Facility Lessee and the Owner Lessor may, without the consent of the Lease Indenture Trustee or the Pass Through Trustee, waive the Regulatory Event of Loss or Burdensome Buyout Event that gave rise to the right to purchase the Owner Participant’s Beneficial Interest or the membership interest in the Owner Participant, as the case may be, and the Facility Lease shall continue in full force and effect in accordance with its terms.

  • This Article 12 shall be of no further force or effect following a Permitted Common Equity Buyout Event.

  • In the case of a Regulatory Event of Loss or Burdensome Buyout Event under the Facility Lease, the Owner Participant (for purposes of this ARTICLE XV, the "SELLING PARTY") shall have the right, but shall be under no obligation, to sell the Lessor Membership Interest, in which event the Facility Lease (and the Lessor Notes) shall remain in place (a "SPECIAL LESSEE TRANSFER").

  • The purchase price (the “Buyout Price”) for a Membership Interest being purchased pursuant to this Section 9.11 shall be (x) the fair market value of such Membership Interest as to which a Buyout Event specified in Section 9.11(a)(i), Section 9.11(a)(ii), 9.11(a)(iii) or 9.11(a)(iv) has occurred, or (y) fifty percent (50%) of the fair market value of such Membership Interest as to which the Buyout Event specified in Section 9.11(a)(v) (the “Related Person Buyout Event”) has occurred.


More Definitions of Buyout Event

Buyout Event means any of (a) the termination of the Management Services Agreement, (b) the occurrence of an event contemplated under Section 14.01, (c) a change in control of the Partnership, being the occurrence of a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Partnership and another limited partnership or other entity, as a result of which the holders of Class A Units prior to the completion of the transaction, hold less than 100% of the outstanding Class A of the successor limited partnership after completion of the transaction or (d) a change in control of the Class A Partner, being the occurrence of one of the following events:
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Buyout Event has the meaning assigned to it in Section 9.3(a).
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Buyout Event has the meaning set forth in Section 9.1. Cash means U.S. dollars.
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Buyout Event means (a) the death of a Stockholder, (b) any event in which a Stockholder becomes a Bankrupt Stockholder or (c) the divorce or other termination of the marital relationship of a Stockholder or the death of a spouse of a Stockholder and, in connection therewith, such Stockholder does not succeed to, or otherwise acquire, such Securities of such spouse.
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Buyout Event shall have the meaning set forth in Section 9.1 of this Agreement
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Buyout Event has the meaning assigned to such term in Section 11.7(c).
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Related to Buyout Event

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

  • Pay-Out Event means any Pay-Out Event specified in Section 6.01.

  • 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.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • 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.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Payment Event means any of the following:

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

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

  • Knock-out Event means the event as defined in §4(4).

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

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Potential Adjustment Event means any of the following:

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Significant Event means any Amortization Event or Event of Default.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Purchase Event means any of the following events:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Change of Control means the occurrence of any of the following:

  • 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:

  • Adjustment Event means each of the following events: