PITV Investor Group definition

PITV Investor Group means (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided, however, that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
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PITV Investor Group means (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided, however, that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where these By-laws provide for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
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PITV Investor Group shall have the meaning given to such term in the Principal Investor Agreement.
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Examples of PITV Investor Group in a sentence

  • For the avoidance of doubt, in the event of any proposed Sale to which this Section 4.6 applies, the Televisa Investors shall have the rights to exercise their respective rights of first offer under this Section 4.6 only to the extent set forth below, including Section 4.6.2(a) and Section 4.6.6(c)) (each such PITV Investor Group, a “First Offer Holder”), prior to any such proposed Transfer.

  • METHOD Setting The programme under investigation is a unique, part-time, practice-based distance learning course delivered across the UK (excluding Wales) and designed for HCAs employed and sponsored by their employing organisation.

  • Includes "Water on the Moon" music video by John Marmie and Jeff Petro and "A First Step in the Return to the Moon" by the NASA Ames Video Production Group.

  • Subject to Section 4.4, the Company will furnish each PITV Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as well as any proposed material modifications to such budget or notice of any proposed action that is or would be reasonably likely to result in material variance therefrom.

  • To the extent any Stockholder or Permitted Transferee shall Transfer any Shares pursuant to Section 3.1.1 or 3.1.5, such Stockholder or Permitted Transferee shall, within five (5) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each PITV Investor Group; provided, however, that such notice shall be provided to only the Company if prior notice of such transaction was previously provided to each PITV Investor Group in accordance with Section 3.2 or 3.3.

  • In the event that any PITV Investor Group (including any Non Voting Principal Investor Group) does not designate a Director to a committee pursuant to clause (ii) or clause (b) above, such PITV Investor Group shall have the right to designate an individual to observe the meetings of such committee to the extent permitted by applicable Laws, which individual shall receive the same notice of meetings and information that is received by members of such committee.

  • If any PITV Investor Group does not have a representative on any of the committees listed in this Section 2.6 but is entitled to Board representation at such time, such PITV Investor Group shall have the right to designate an observer to attend the meetings of such committee, to the extent permitted by applicable Laws.

  • If the number of directors that any PITV Investor Group has the right to designate under the Principal Investor Agreement decreases at any time, such PITV Investor Group shall cause to resign such number of directors designated by it as are necessary to comply with such reduced rights.

  • If at any time any director ceases to serve on the Board (whether due to resignation, removal or otherwise), the PITV Investor Group that designated or nominated such director pursuant to Sections 2.5.1, 2.5.2 or 2.5.3 shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Sections 2.5.1, 2.5.2 or 2.5.3 above, as applicable.

  • Each committee of the Board will be comprised of one (1) director designated by each PITV Investor Group (other than Non Voting Principal Investor Groups), except to the extent (i) any PITV Investor Group waives its right to have its elected director be a member of such committee and (ii) that such committee is required by Law to be comprised of only directors meeting the standard for Independence and all directors designated by such PITV Investor Group fail to meet the standard for Independence.

Related to PITV Investor Group

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • 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.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • 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.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • 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;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • 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.”

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Stockholder Shares means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Sponsor Shares shall have the meaning given in the Recitals hereto.

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Carlyle means Carlyle Investment Management, LLC.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.