Majority Principal Investors definition

Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Group immediately following the Televisa Closing to Persons other than their respective Permitted Transferees; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.

Majority Principal Investors means, as of any date, (a) holders of a Majority in Interest of the Company Shares held by the Principal Investors and (b) solely for the purposes of Section 5.3 hereof, LGP and TPG. The Managers shall be entitled to rely upon written notice from TPG specifying that the Principal Investors constituting the “Majority Principal Investors” for purposes of the action, approval, consent or other provision in question have approved or consented to such matter or authorized such action.

Examples of Majority Principal Investors in a sentence

• Other than following or in connection with a Change of Control, with the approval of the Majority Principal Investors (as defined in the Investors Agreement), the Company may defer the payment of any portion of the Management Fee (in the same proportion as the aggregate Management Fee to which all advisors under all Advisory Agreements (including this Agreement) is deferred) to the extent necessary in order for the Company to remain in compliance with rating agency requirements and covenants to lenders.

• Each Manager agrees to cast all votes to which such Manager is entitled in respect of such Manager’s Company Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Principal Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

• As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Majority Principal Investors provide a subsequent notice to the Registration Rights Stockholders that such coordination is discontinued.

• Each Manager hereby agrees to cast all votes to which such Manager is entitled in respect of such Manager’s Company Shares, whether at any annual or special meeting, by written consent or otherwise, (a) to fix the number of members of the board of directors of the Company (the “Board of Directors”) at such number as may be specified from time to time by TPG and (b) to elect as members of the Board of Directors such individuals as have been nominated from time to time by the Majority Principal Investors.

• Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining).

More Definitions of Majority Principal Investors

Majority Principal Investors shall have the meaning given to such term in the Principal Investor Agreement.

Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account Shares held by Co-Investment Vehicles that are part of such Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set in paragraph (a) of this definition only.

Majority Principal Investors shall have the meaning set in paragraph (a) of this definition only.

Majority Principal Investors shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its respective Permitted Transferees and/or a Purchaser of Control; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.

Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Group immediately following the Televisa Closing to Persons other than their respective Permitted Transferees; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 hereof; and provided, further, that, for purposes of Sections 2, 4.2, 4.3, 4.4, 4.7 and 4.8, at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Class A Common Stock then held by Investors party to this Agreement.

Majority Principal Investors shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Group immediately following the Televisa Closing to Persons other than their respective Permitted Transferees; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 hereof; and provided, further, that, for purposes of Sections 2, 4.2, 4.3, 4.4, 4.7 and 4.8, at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Class A Common Stock then held by Investors party to this Agreement.

Majority Principal Investors means, as of any applicable time, (a) Principal Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investors in the aggregate and (b) if there are more than five Principal Investor Classes, Designated Principal Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investors in the aggregate