Examples of MSCP Funds in a sentence
Pursuant to the Blackstone merger agreement, Vanguard entered into a transaction and monitoring fee agreement with Blackstone and Metalmark Subadvisor LLC (“Metalmark SA”), which is an affiliate of Metalmark Capital LLC, which has shared voting or investment power in Holdings’ units owned by the MSCP Funds.
Notwithstanding anything herein to the contrary, each of the MSCP Funds and the Management Investors shall have the right to Transfer any of its rights under this Section 3.02 in respect of any Registrable Common Shares held by it to any Permitted Transferee of any of the Registrable Common Shares of such Holder.
SCHEDULE 2.01(c) Division Investor Number of Shares Aggregate Purchase Price -------- -------- ---------------- ------------------------ I MSCP Funds* 235,131 ** $400,000,154.58 II Martin 4,377 $ 7,446,064.86 ---------------- --------------- Total: 239,508 $407,446,219.44 -------------------- * Common Shares to be purchased by the MSCP Funds at the Fourth Closing and each Closing after the Fourth Closing may be allocated between the MSCP Funds as directed by the general partner of such funds.
Therefore, based upon the respective proportionate ownership of Company Securities by the MSCP Funds on the one hand and the Somerset Group on the other hand, the MSCP Funds would be entitled to designate 61.5% of Total Number of Director Designees and the Somerset Group would be entitled to designate 38.5% of the Total Number of Director Designees.
However, after giving effect to the proviso contained in the definition of Total Number of Director Designees, since the MSCP Funds already has four Director Designees, the Somerset Group has the right (but not the obligation), exercisable at any time in its sole option, to elect to increase the size of the whole Board of Directors to eight Directors, so that the Total Number of Director Designees will be seven, of which three will be deemed Somerset Directors.
If the Merger is consummated, the Surviving Corporation shall promptly pay all reasonable, out-of-pocket costs and expenses incurred by the MSCP Funds and the parties hereto, but not to exceed $12.5 million in the aggregate with respect to the fees and expenses of Banc of America Securities and Citigroup Global Markets (solely in connection with their financial advisory services to the Company), Xxxxx Xxxx & Xxxxxxxx and the out-of-pocket costs and expenses of the MSCP Funds.
This Agreement shall not be assignable by any party hereto without the prior written consent of (i) each MSCP Fund and (ii) a majority of the Management Investors (excluding for this purpose the Percentage Interest of any Management Investor requesting such assignment); provided that the MSCP Funds may assign (in whole or in part) their rights under Section 2 of this Agreement to Renaissance Media or its Affiliates without the consent of any party hereunder.
Based upon the relative proportionate ownership of Company Securities by the MSCP Funds, on the one hand, and the Somerset Group, on the other hand, and without taking into account the proviso included in the definition of Total Number of Director Designees, the MSCP Funds would be entitled to designate three of the total five Director Designees and the Somerset Group would be entitled to designate two of the total five Director Designees.
Within 30 days following receipt of the Investment Notice, MSCP III shall deliver written notice (the "Response Notice") to the Management Investor stating whether or not the MSCP Funds (or Renaissance Media, as assignee) wish to participate in such Investment.
Notwithstanding anything to the contrary contained herein, neither the MSCP Funds nor any Affiliate of the MSCP Funds shall be limited in their ability to receive any management, monitoring or other fees relating to services provided to the Company as may be agreed by such Person and the Company, provided that, such fees were approved by the directors designated by the Somerset Group Members.