PSC Interests definition

PSC Interests or “PSC Interest” or “PSCs” shall mean the outstanding capital stock of any and all subsidiaries of the Company holding or owning the Company’s interest in the PSC.

Examples of PSC Interests in a sentence

  • The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities and the PSC Interests for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

  • Such Purchaser is not purchasing the Securities or the PSC Interests as a result of any advertisement, article, notice or other communication regarding the Securities or the PSC Interests published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

  • Such Purchaser is acquiring the Securities and the PSC Interests hereunder in the ordinary course of its business.

  • The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities and the PSC Interests, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • If such Purchaser is domiciled or was formed outside the U.S., such Purchaser’s acquisition of and payment for, and its continued ownership of the Securities or the PSC Interests, will not violate any applicable securities or other laws of his, her or its jurisdiction.

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  • The Company agrees to timely file a Form D with respect to the Securities and the PSC Interests as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.

  • The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities and the PSC Interests to the Purchasers.

  • A PIK/Term Debtholder should take a tax basis in the PSC Interests in an amount equal to the tax basis that such holders' had in their PIK/Term Debt exchanged therefore, less the cash and other property received plus any gain and additional interest income recognized on the exchange.

Related to PSC Interests

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Transferred Interests has the meaning set forth in the Recitals.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Pledged LLC Interests means all right, title and interest of any Grantor as a member of any LLC and all right, title and interest of any Grantor in, to and under any LLC Agreement to which it is a party.

  • Purchased Interests has the meaning set forth in the Recitals.

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Class B Interests As set forth in the Trust Agreement.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • Contributed Interests has the meaning set forth in the recitals.

  • Company Interests has the meaning set forth in the Recitals.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as:

  • Pledged Interests shall have the meaning ascribed to such term in Section 4(j).

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • New Equity Interests means the limited liability company

  • Pledged Trust Interests means all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.