PGHI definition
Examples of PGHI in a sentence
Any amounts distributed to PGHI pursuant to this Section 7.7(b)(i)(2) and Section 7.7(b)(ii) shall be treated as an advance of, and shall reduce the amount of, any distributions PGHI is otherwise entitled to receive under this Agreement (other than pursuant to Section 6.4(b) and this Section 7.7).
The JLL Holders, PGHI (together with its Permitted Transferees), and the Former Preferred Holders shall each be entitled to no more than one (1) Demand Registration in any twelve (12) month period and shall not be permitted to exercise their Demand rights pursuant to this Section 2.1 until the expiration of the Lock-Up Period.
The obligation of the Managing Member to acquire PGHI pursuant to this Section 9.10(a) shall in any event terminate and cease to be in effect if a transaction whereby the receipt of the equity interests in the Managing Member by the stockholders of PGHI is intended to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code shall not have occurred on or before December 31, 2016.
Notwithstanding anything else in this Agreement to the contrary, upon a Permitted Transfer by PGHI, the transferee of the Interests Transferred shall be admitted to the Company as a Substitute Member upon delivery to the Managing Member of the written instruments specified in Section 8.2(k) above and shall be entitled to exercise any of the other rights of a Member with respect to the transferring Member’s Interests, including, without limitation, the right to vote.
This Agreement is made solely for the benefit of the parties hereto and no other person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise, other than Section 7.7 (which is intended to be for the benefit of the Persons covered thereby, including the stockholders of PGHI, and may be enforced by such Persons).
Promptly following the receipt by the Company of written notice of a proposed Transfer of Interests by a Member that would cause the Company to be deemed a CS-Controlled Affiliate, the Company shall provide to the director who sits on the Board of Directors of the Managing Member as a designee of PGHI (or an assignee of PGHI), in his capacity as a director, on behalf of Credit Suisse, a copy of each such notice.
Each amended Section 381 Attribute Schedule shall become final and binding on the parties unless the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within 30 calendar days after receiving such amended Section 381 Attribute Schedule, provides the Corporation with notice of a material objection to such amended Section 381 Attribute Schedule made in good faith and in reasonable detail.
Notwithstanding the foregoing, in the event of a Material Breach, any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, shall be entitled to elect to accelerate all obligations due to it hereunder as set forth in (1), (2) and (3), above or to seek specific performance of the terms hereof.
Each Section 381 Attribute Schedule shall become final and binding on the parties unless the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within 30 calendar days after receiving their respective Section 381 Attribute Schedule, provides the Corporation with notice of a material objection to such Section 381 Attribute Schedule made in good faith and in reasonable detail.
The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual Covered Tax liability of the Corporation for such Taxable Year attributable to the Basis Adjustment, Imputed Interest, the Section 381 Attributes and the PGHI Section 381 Attributes, determined using a “with and without” methodology.