Failing Investor definition

Failing Investor means any Investor (other than a Non-Consenting Investor or Non-Consenting Rollover Investor) that fails to fund its Commitment or transfer and contribute its Shares subject to its Rollover Commitment, as applicable, as provided in, and subject to, the other provisions of this Agreement, including Section 2.2, or provides notice that it will not fund its Commitment (either in its entirety or to pay such Investor’s portion of the Parent Termination Fee) or that it will not transfer or contribute Shares in accordance with its Rollover Commitment in breach of the other provisions of this Agreement or following an order by a court of competent jurisdiction requiring such Initial or Joining Investor to so fund its Commitment or the Rollover Investor to contribute and transfer the Rollover Shares to Parent pursuant to the Rollover Agreement.
Sample 1Sample 2Sample 3
Failing Investor shall have the meaning set forth in Section 2.5(d).
Sample 1Sample 2

Examples of Failing Investor in a sentence

  • The parties agree that in no event shall the Failing Investor be required to pay the Liquidated Damages Amount on more than one occasion.

  • For the avoidance of doubt, any Breach of the Starwood Rollover Investor or Starwood Cash Investor shall be deemed a Breach of the other, and they shall, collectively, be a Failing Investor.

  • Unless there is a Failing Investor, each Investor agrees to contribute to the amount paid or payable by the other Investor in respect of the Limited Guaranties so that each Investor will have paid an amount equal to its Pro Rata Share of the aggregate amount paid under all of the Limited Guaranties.

  • For the avoidance of doubt, an Investor is not a “Failing Investor” if such Investor is ready, willing and able to consummate its Equity Commitment at the Closing (which shall be confirmed in writing by such Investor if requested by the other Investor) but has not actually consummated its Equity Commitment solely because the other Investor that is a Failing Investor has not consummated its Equity Commitment.

  • For the avoidance of doubt, a Failing Investor which is a Defaulting Party shall bear the full amount of the Consortium Expenses, the DD Expenses and make other reimbursements pursuant to Section 4.1. 4.7 The provisions under this Section 4 constitute the entire agreement, and supersede in full, all prior agreements, understanding, negotiations and statements, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter contained herein.

  • In the event the Closing is consummated, Parent shall, and to the extent necessary, shall cause the Company, Hospitality and the Paired Entities Subsidiaries to bear (whether through direct payment or reimbursement of) all Transaction Expenses (excluding Transaction Expenses of a Failing Investor).

  • In the event the Merger Agreement is terminated and the Closing has not been consummated as a result of a Breach by a Failing Investor, the Failing Investor shall be responsible for, and shall promptly reimburse the other Investor for, 100% of all Expenses (and shall be deemed to have a Pro Rata Share of 100% (and the other Investor 0%) for purposes of Section 2.9).

  • Parent shall, at the direction of the Sponsors acting jointly (unless one Sponsor is a Failing Investor), enforce the provisions of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement.

  • In the event the Merger Agreement is terminated and the Closinghas not been consummated as a result of a Breach by a Failing Investor, the Failing Investor shall be responsible for, and shall promptly reimburse the other Investor for, 100% of all Expenses (and shall be deemed to have a Pro Rata Share of 100% (and the other Investor 0%) for purposes of S ection 2.9).

  • If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor.

Related to Failing Investor

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Defaulting Investor means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

  • Purchasing Party means CIG Media LLC, NBC Universal, Inc. and their respective Affiliates.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Purchasing Member has the meaning set forth in Section 9.2(c).

  • Anchor Investor means a Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Xxxxxxx Prospectus and who has Bid for an amount of at least ₹100 million.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Public purchasing body means the State or the subdivision or agency making a public purchase. Government Code Section 4550.

  • Lead Investor means Empery Asset Master, Ltd.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • Initiating Party shall have the meaning set forth in Article 13.

  • investor of a Party means a Party or state enterprise thereof, or a person of that Party, that seeks to make, makes, or has made an investment; and

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Disposing Member is defined in Section 4.1.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Majority Holder as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities.