HoldCo Equityholders Commitment Parties means all Commitment Parties that are also HoldCo Equityholders, acting in their capacity as such and including each of their permitted successors and assigns.
Equityholders has the meaning set forth in the Preamble.
Commitment Parties means the “Commitment Parties” as defined in the Commitment Letter.
Unconsolidated Affiliates means an Affiliate of the Borrower whose financial statements are not required to be consolidated with the financial statements of the Borrower in accordance with GAAP.
Affiliated Lender Cap has the meaning assigned to such term in Section 9.05(g)(iv).
Stockholder Representative has the meaning set forth in the preamble.
Equityholder has the meaning set forth in the Preamble.
Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.
Stockholders’ Equity means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for the Borrower and its Subsidiaries at such date.
Stockholders’ Representative has the meaning set forth in the Preamble.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”
Sponsor Group means the Sponsors and the Sponsor Related Parties.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
Shareholder Representative has the meaning set forth in the preamble.
Applicable Parties has the meaning assigned to it in Section 8.03(c).
Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Investor Parties has the meaning set forth in the Preamble.
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;
Debt Financing Sources means the Persons that have committed to provide, or otherwise entered into agreements in connection with, the Debt Financing (including the parties to any joinder agreements, credit agreements or other definitive agreements relating thereto) and their respective Affiliates and such Person’s (and their respective Affiliates’), officers, directors, employees, attorneys, advisors, agents and representatives involved in the Debt Financing and their successors and permitted assigns.
Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;
Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).
Borrower Parties means the collective reference to the Borrower and the Restricted Subsidiaries, and “Borrower Party” means any one of them.
Parent Parties has the meaning set forth in ARTICLE V.