EXOR Group Member definition

EXOR Group Member means any member of the EXOR Group;
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EXOR Group Member means EXOR N.V., a naamloze vennotschap organized under the laws of Kingdom of the Netherlands, and each of its Affiliates that becomes a Shareholder and each of their respective successors.
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Examples of EXOR Group Member in a sentence

  • The EXOR Group Member shall have 180 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale (such 180 day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any regulatory or government approvals).

  • The EXOR Group Member shall exercise its rights pursuant to this Section 10 by delivering a written notice (the “ Drag-along Notice”) to the Company and to each Drag-along Shareholder no later than 20 Business Days prior to the closing date of such Drag-along Sale.

  • Prior to the consummation of any such Transfer of Common Shares, the EXOR Group Member shall deliver to the Company and to each Class B Shareholder a written notice (a “ Sale Notice”) of the proposed sale no later than 20 Business Days prior to the closing date of the Tag-along Sale.

  • Each Class B Shareholder shall exercise its right to participate by delivering to the Company and the EXOR Group Member a written notice (the “ Tag-along Notice”) stating its election to participate in the Tag-along Sale and specifying the number of Class B Shares to be transferred by it no later than five Business Days after receipt of the Sale Notice (the “Tag-along Period”).

  • If a Covered Manager Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Manager Person, in his or her EXOR Group Member-related capacity, or an EXOR Group Member (other than the Company) and (y) the Company, the Covered Manager Person shall not, to the fullest extent permitted by applicable law, have any duty to offer or communicate information regarding such corporate opportunity to the Company.

  • Notwithstanding any provision to the contrary in these Bye-Laws but subject to the provisions of this Bye-Law 6.1, no person (other than any EXOR Group Member) shall be permitted to (i) Own or Control Shares in excess of 9.9% of the outstanding Shares (determined by value) or (ii) be a Ten Percent Shareholder (determined without regard to Bye-Laws 6.3, 6.4 and 6.5).

  • Notwithstanding any provision to the contrary in these Bye-Laws but subject to the provisions of this Bye-Law ‎6.1, no person (other than any EXOR Group Member) shall be permitted to (i) Own or Control Shares in excess of 9.9% of the outstanding Shares (determined by value) or (ii) be a Ten Percent Shareholder (determined without regard to Bye-Laws ‎6.3, ‎6.4 and ‎6.5).

  • Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the EXOR Group Member.

  • If at any time the EXOR Group Member proposes to Transfer between 10% – 49.9% of its Common Shares to a Third Party Purchaser, each Class B Shareholder, solely in respect of Owned Shares, shall be permitted to participate in such Transfer (a “ Tag-along Sale”) on the terms and conditions set forth in this Section 11.

  • If at the end of such period, the EXOR Group Member has not completed the Drag-along Sale, the EXOR Group Member may not then effect a transaction subject to this Section 10 without again fully complying with the provisions of this Section 10.

Related to EXOR Group Member

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Group Member means a member of the Partnership Group.

  • Partnership Group Member means any member of the Partnership Group.

  • Company Group Member means each member of the Company Group.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Controlled Group Member means each trade or business (whether or not incorporated) which together with the Borrower is treated as a single employer under Sections 4001(a)(14) or 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Group Members the collective reference to the Borrower and its Subsidiaries.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Holdings as defined in the preamble hereto.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.