Equity Providers definition
Examples of Equity Providers in a sentence
This Agreement may not be amended or otherwise modified (including termination by mutual consent of the parties hereto) without the prior written consent of Parent, the Equity Providers, the Sponsors and the Company.
At Closing, Buyer or Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities.
Sellers have made available to the Buyer true, correct and complete copies of the Voting Agreement, the Bridge Equity Providers Agreement and the Syndication Agreement.
No transfer of any rights or obligations hereunder (including with respect to the contribution, transfer and delivery of the Rollover Contribution Shares and Rollover Equity Awards) shall be permitted without the consent of Parent, the Equity Providers and the Company.
The Class A Common Stock shall be issued in accordance with and subject to the terms and conditions set forth in that certain Stockholders Agreement to be entered into on the Closing Date by and among Parent, Sponsors, the Equity Providers and certain other investors specified therein (the “Stockholders Agreement”), in substantially the form attached to the Transaction Support Agreement (as defined below).
In addition, in no event shall any Seller be liable under Section 12.2.2 for any Losses with respect to any Proceedings instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity after the Closing Date.
Except for the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and the Organizational Documents of the Primary Archstone Entities, there are no equityholder agreements, voting agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of any Equity Interests and/or voting interests of any Subsidiary of a Primary Archstone Entity.
There are no side letters and (except for the Equity Commitment Letters) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the Equity Providers or any other Person relating to the Equity Financing or the Equity Commitment Letters that, in each case, could permit the Equity Providers to reduce their commitments with respect to the Equity Financing.
In addition, either or both Equity Providers shall provide such Letters of Credit if Standard & Poor's so requires in order for Duke/UAE Holdings to retain a credit rating of at least BBB-.
An Equity Provider that has provided a Letter of Credit may at any time, and from time to time, provide to Duke/UAE Holdings a substitute Letter of Credit that is in a face amount equal to such Equity Provider's Remaining Equity Support at such time and that otherwise complies with the requirements of this Agreement, and upon any such substitution Duke/UAE Holdings shall release to such Equity Provider the Letter of Credit that is being replaced.