PSH definition
Examples of PSH in a sentence
Any purported transfer of PSH Shares in contravention of this paragraph shall be void.
Such Shareholder shall, immediately prior to the Closing, have good and valid title to the PSH Shares to be directly contributed by such Shareholder, free and clear of all Liens other than restrictions on transfers under applicable securities Laws.
Such Shareholding Vehicle(s) shall, immediately prior to the Closing, have good and valid title to the PSH Shares held by such Shareholding Vehicle(s), and such ownership interests and such PSH Shares shall, immediately prior to the Closing, be free and clear of all Liens other than restrictions on transfers under applicable securities Laws.
Upon receipt of written notice with respect to a Permitted Tax Disposition, and without any further action on the part of any person, Exhibit A shall be deemed amended to reduce the Subject PSH Shares of the disposing Shareholder in the amount of the PSH Shares so disposed.
Immediately prior to the Closing, the assets of such Shareholding Vehicle shall be comprised solely of the PSH Shares, and such Shareholding Vehicle shall have no liabilities other than tax liabilities relating to such PSH Shares.
HoldCo is acquiring the PSH Shares and ownership interests in the Shareholding Vehicles for its own account and not with a view towards distribution.
Further, in the event the measurement period for the Exchange Ratios follows the announcement by PSH or HoldCo of a dividend or distribution on the PSH Shares or HoldCo Shares, as applicable, and the applicable ex-dividend date shall not have occurred prior to such measurement period, then the Exchange Ratio shall be properly adjusted to take into account ex-dividend trading.
In the event that a Shareholder or Shareholding Vehicle transfers PSH Shares and/or ownership interests in any Shareholding Vehicle(s) to any person other than another existing Shareholder or Shareholding Vehicle or pursuant to a Permitted Tax Disposition, Exhibit A shall not be amended to reflect such transfer and such Shareholder’s aggregate Subject PSH Shares shall remain the same except as otherwise agreed by HoldCo.
Any portion of the PSH TopCo Preference that is not paid to TopCo with respect to any Crystallization Period shall accumulate and shall increase the PSH TopCo Preference for purposes of the subsequent Crystallization Period.
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.