PSCM definition

PSCM has the meaning assigned thereto in the Preamble.

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PSCM means Pershing Square Capital Management, L.P.

PSCM has the meaning assigned thereto in the Preamble; 1.1.33 “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of May 5, 2025, by and between the Company and Holdco; 1.1.34 “SEC” means the U.S. Securities and Exchange Commission; 1.1.35 “Service Provider” means PSCM and any other Affiliate(s) of PSCM that is appointed by PSCM from time to time to act as a provider of Services pursuant to this Agreement; 1.1.36 “Service Recipient” means the Company and its Subsidiaries; 1.1.37 “Services” has the meaning assigned thereto in Section 3.1; 1.1.38 “Share Purchase Agreement” has the meaning assigned thereto in the Recitals; 1.1.39 “Shareholder Agreement” means that certain Shareholder Agreement, dated as of May 5, 2025, by and among the Company, Holdco and PSCM; 1.1.40 “SpinCo” has the meaning assigned thereto in Section 1.1.47; 1.1.41 “Standstill Agreement” means that certain Standstill Agreement, dated as of May 5, 2025, by and between the Company and Holdco; 1.1.42 “Subsidiary” means, with respect to a Person, (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect a majority of the directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such Person, or by such Person and one or more subsidiaries of such Person, (ii) a partnership in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner of such partnership, (iii) a limited liability company of which such Person, or a Subsidiary of such Person, is a managing member or (iv) any other Person (other than a corporation) in which such Person, a Subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has (x) at least a majority ownership interest or (y) the power to elect or direct the election of a majority of the directors or other governing body of such Person; 1.1.43 “Successor Agreement” has the meaning assigned thereto in Section 11.2.2;

Examples of PSCM in a sentence

The Service Provider may, from time to time, appoint an Affiliate of PSCM to act as a new Service Provider under this Agreement, effective upon the execution of a joinder agreement by the new Service Provider in the form set forth on Schedule A hereto.
Notwithstanding the foregoing or any other provisions herein, no such assignment shall relieve the Purchaser or PSCM of its obligations hereunder if such assignee fails to perform such obligations.
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the Company, the Purchaser and PSCM or, in the case of a waiver, by the party waiving compliance.
Notwithstanding the preceding sentence, each of the Purchaser and PSCM shall be permitted to assign or transfer, in whole or in part, this Agreement and/or its rights, interests or obligations hereunder to one or more members of the Purchaser Group.
The Purchaser has the right (including indirectly through PSCM as the attorney-in-fact and/or investment manager of each member of the Purchaser Group other than the Purchaser) to exercise all of the rights of the members of the Purchaser Group hereunder and designate the members of such Purchaser Group to receive any securities to be issued, and the Company may rely on any designations made by the Purchaser.
TopCo and PSCM shall, and shall cause their respective Affiliates to, provide VariableCo with such additional information and assistance as VariableCo may reasonably request in connection with verifying the accuracy of the calculation of the Variable Compensation (or any component thereof) and the amount of any Performance Fees returned to any Fund.
Within one hundred and twenty (120) days of the end of each calendar year, TopCo and PSCM shall, and shall cause their respective Affiliates to, prepare and provide VariableCo with audited financial statements and reasonably detailed information statements used to support such audited financial statements setting forth the calculation of the Performance Fees and TopCo Preference for each applicable Fund with respect to the prior calendar year.
TopCo will be entitled to receive from PSCM (directly or indirectly), with respect to each Crystallization Period for each Non-PSH Fund, an amount equal to the Non-PSH Fund TopCo Preference as of the end of such Crystallization Period to the extent of any Performance Fees that PSCM received from the applicable Fund (net of the Offsettable Performance Fees that PSCM received with respect to such Fund).
PSCM shall keep complete and accurate books and records sufficient to verify the amounts owed to VariableCo pursuant to this Agreement.
TopCo will be entitled to receive from PSCM (directly or indirectly), with respect to each Crystallization Period for PSH, an amount equal to the PSH TopCo Preference as of the end of such Crystallization Period, to the extent of the aggregate of (i) any Performance Fees that PSCM received from PSH, (ii) aggregate Offsettable Management Fees that PSCM received and (iii) aggregate Offsettable Performance Fees that PSCM received.

More Definitions of PSCM

PSCM means Pershing Square Capital Management, L.P.;

PSCM means Pershing Square Capital Management, L.P. “Purchased Shares” has the meaning assigned thereto in Section 1. “Purchaser” has the meaning assigned thereto in the Preamble.