Management SPV definition
Examples of Management SPV in a sentence
The Parties shall do all things necessary, proper or advisable, and shall cooperate with such Management SPV in order to effect the foregoing.
Notwithstanding anything to the contrary in this Article IV, any Management SPV may, at its sole discretion, obtain leveraged financing as the borrower in connection with its investment in the Company, which may create or incur Encumbrance on the Shares owned by such Management SPV.
Upon a motion to remove any director from the Board in accordance with this Section 3.04, each Management SPV shall vote all of the Shares owned thereby to effect removal of such director from the Board.
Such Management SPV acknowledges that the Existing Parties have consented to the admission of such Management SPV to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Sections 3(a)(1) to 3(a)(4) above, and the Existing Parties’ consent was induced by such representations and warranties.
Such Management SPV has not taken any action described in Section 4.7 of the Consortium Agreement.
For the avoidance of doubt, each Management SPV shall have no obligations to contribute under Section 1.3(b) and Article V of the Consortium Agreement with respect to any Ordinary Share until the transactions contemplated by the applicable PWM SPA or the Double Double SPA are consummated.
Such Management SPV is a company duly organized, established and validly existing under the Laws of the jurisdiction stated in the preamble of this Deed and it has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.
Subject to the consummation of the transactions contemplated by the applicable PWM SPA or the Double Double SPA, such Management SPV will be the sole Beneficial Owner of and will have good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws.
Except as otherwise indicated on Schedule B hereto and subject to the consummation of the transactions contemplated by the applicable PWM SPA or the Double Double SPA, such Management SPV will be the sole record holder and Beneficial Owner of the Covered Securities and will have (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities.
Closing of the investment by an Investor shall not be conditional upon completion of the subscription of the relevant portion of the Subscribed Shares by the other Investor or any Management SPV in accordance with Section 2.1.