Delaware Hertz Entertainment Services Corporation Delaware Hertz Investors, Inc.
Hertz (as defined in Section 1.1) has distributed all of the equity interests in the Parent Borrower to Hertz Investors, Inc., and Hertz Investors, Inc.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.
Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.
Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.
Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.
Equity Investors means the Sponsors and the Management Stockholders.
Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;
Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.
Other Investors shall have the meaning set forth in the Preamble.
Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.
Initial Investors means (A) X.L. Insurance Company, Ltd.; (B) The Trident Partnership, L.P.; (C) Xxxxx & McLennan Risk Capital Holdings, Ltd.; or (D) any majority-owned subsidiary or parent (or equivalent in the case of a non-corporate entity) of the foregoing.
Management Investors means the officers, directors, managers, employees and members of management of the Borrower, any Parent Company and/or any subsidiary of the Borrower (including, on the Closing Date, those of the Target and its subsidiaries).
Carlyle means Carlyle Investment Management, LLC.
Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Investor Group means the Sponsor and its affiliates, successors and assigns.
TPG has the meaning set forth in the preamble.
Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.
Initial Holders has the meaning set forth in the preamble.
Equity Holders means the Stockholders and the Option Holders.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”
Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).
Existing Investors shall have the meaning given in the Preamble hereto.
Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.
Founders means all Members immediately prior to the consummation of the IPO.