“Change of Control” means (i) Brookfield Entities, taken as a whole, shall cease to beneficially own, directly or indirectly, Equity Interests in Holdings representing at least 50.1% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings (“Voting Equity”) unless (x) the Brookfield Entities, taken as a whole, beneficially own, directly or indirectly, Equity Interests representing at least 40% of the Voting Equity, (y) no person or group (for purposes of the Exchange Act) shall beneficially own, either directly or indirectly, a greater percentage of the Voting Equity than the percentage of the Voting Equity beneficially owned, directly or indirectly, by the Brookfield Entities, taken as a whole, and (z) the Master Services Agreement shall be in full force and effect between one or more Brookfield Entities and Parent or (ii) Holdings shall cease to beneficially own and control, directly or indirectly, 100% of the Equity Interests of Borrower.
“Clean Energy System” means a solar, wind, biomass, natural gas, hydroelectric, geothermal, renewable energy (including battery storage), conventional power, energy efficiency systems, electric transmission and distribution or water installation projects (or a hybrid energy generating installation that utilizes a combination of any of the foregoing), in each case whether commercial or residential in nature.
“Closing Date” means October 17, 2017.
“Closing Date Backstop Letters of Credit” means the Letters of Credit to be issued by HSBC Canada on the Closing Date for the purpose of backstopping the Existing Letters of Credit.
“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.
“Closing Date Leverage Requirement” as defined in Section 3.1(g)(i).
“Closing Date Material Adverse Effect” has the meaning assigned to the term “Company Material Adverse Effect” in the Acquisition Agreement in effect on March 6, 2017 or as modified in any manner with the consent of the Arrangers (which consent shall not be unreasonably withheld, conditioned or delayed).
“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.
“Collateral Agent” as defined in the preamble hereto.
“Collateral Documents” means the Pledge and Security Agreement, the Mortgages (if any), the Intellectual Property Security Agreements (if any), and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.
“Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.