Definitions

(1) As used in these rules, the following terms are defined as follows: (a) “Day” means a calendar day. (b) “Dissolution” means the winding down of a company, whether voluntary or compulsory; approval or execution of a plan of dissolution; filing of a certificate of dissolution; liquidation or redistribution of substantially all of its assets; or its ceasing to carry on its business or operations, or to provide substantial employment. (c) “ECD” means the State of Tennessee Department of Economic and Community Development. (d) “Investment Confirmation Letter” means a letter certified by the Principal Officer of a Qualified Business noticing ECD of the date and dollar amount of a Qualified Investment by a specific TNInvestco. (e) “Investment Request” means a request made by a TNInvestco pursuant to T.C.A. § 4- 28-106(b) for a written determination by ECD that a proposed investment qualifies as a Qualified Investment. (f) “Liquidity Event” means the merger, sale, or spinoff or other transaction of a Qualified Business, by which some or all of the investment held by a TNInvestco is monetized or otherwise converted to cash, securities, assets, distributions, or other proceeds. (g) “Material Adverse Change” means any change, effect, event, occurrence, or state of facts that, individually or in the aggregate is, or is reasonably expected to be, materially adverse to the business, results of operations, condition (financial or otherwise), or prospects of a Qualified Business and its consolidated subsidiaries, if any taken as a whole. The term “Material Adverse Change” includes the following: 1. The Dissolution of the Qualified Business; 2. The initiation of bankruptcy, insolvency, reorganization, or similar proceedings or actions by, on behalf of, or against the Qualified Business; 3. A felony conviction or plea of “nolo contendre” resulting in a prison sentence to be served by an executive, member, or managing partner of the Qualified TNINVESTCO PROGRAM CHAPTER 0500-08-01 Business; or a conviction or plea of “nolo contendre” for an act that reflects adversely on his or her honesty, trustworthiness, or fitness as an executive, member, or managing partner of the Qualified Business, including conduct involving dishonesty, fraud, deceit, misrepresentation, or the improper influence of a government agency or official on behalf of, or for the benefit of, the Qualified Business; or 4. A period of ninety (90) Days in which regular communications have ceased between the Qualified Business and a TNInvestco with an ownership interest. (h) “Principal Officer” means the top officer of a company, including such positions as president, chief executive officer, or managing partner. (i) “Qualified Business” shall have the meaning assigned to it at T.C.A. § 4-28-102(11). (j) “Qualified Investment” shall have the meaning assigned to it at T.C.A. § 4-28-102(13). (k) “Qualified Investment Funds” shall mean all funds received by a TNInvestco pursuant to an Investment Request approved by ECD or deemed approved under T.C.A. § 4-28- 106(b) for purposes of making a Qualified Investment in a specific Qualified Business. (l) “TNInvestco” shall have the meaning assigned to it at T.C.A. § 4-28-102(17).