SCP Partner definition
Examples of SCP Partner in a sentence
At any point following the Exchange with respect to the April 1, 2028 Reference Date, SSG and the Seller, acting with an SCP Partner Majority, may, by mutual agreement, elect to accelerate the remaining annual Exchanges in one final Exchange as of the Reference Date immediately following such election.
The Asset Class Head and the Seller shall use such Party’s respective best efforts to obtain a fully executed Acknowledgment from each SCP Partner as promptly as possible (and in any event within thirty (30) days after the date of this Agreement).
With respect to each Exchange, the Asset Class Head shall deliver to SSG an allocation notice (“Allocation Notice”), which shall set forth the proposed allocation of the Exchanged Securities set forth on the Annual Exchange Schedule opposite the applicable Reference Date of such Exchange among the SCP Participations of each SCP Partner, including the pro forma ownership of SCP Participations (and indirectly of Consideration Securities) by the SCP Partners as a result of such Exchange.
SSG may from time to time require the Seller to provide written evidence of any such SCP Partner Majority.
In the event ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ceases to be the Head of Private Debt of SPD, whether due to death, incapacity, resignation or otherwise, then (i) such Person shall automatically cease to be the Asset Class Head, and (ii) the individual appointed by the SCP Partner Majority shall become the Asset Class Head for all purposes under this Agreement.
The SCP Capitalization Table attached hereto as Exhibit B accurately represents the equity and debt capitalization of the Seller and the SCP Participations held by each SCP Partner as of the date of this Agreement.
The SCP Partners will acknowledge and confirm in the Acknowledgement that all decisions, actions, consents and instructions by the Asset Class Head with respect to this Agreement and any other documents in connection with the Transactions shall be binding upon all of the Seller and the SCP Partners, and neither the Seller nor any SCP Partner shall have the right to object to, dissent from, protest or otherwise contest the same.
The Asset Class Head shall promptly and in any event (x) with respect to the first Closing, within twenty (20) days of the date of this Agreement, and (y) with respect to any other Closing, prior to the applicable Reference Date, deliver an exchange notice (an “Exchange Notice”) to each SCP Partner, which shall set forth the amount of Exchanged Securities attributable to the SCP Participations of such SCP Partner in such Exchange.
Jointly with the delivery of the corresponding Allocation Notice for every Closing after the first Closing in accordance with Section 1.9, the Seller shall deliver to SSG an updated SCP Capitalization Table, which shall accurately reflect the equity and debt capitalization of the Seller as of such date, the SCP Participations held by each SCP Partner, and noting any transfers of SCP Participations that occurred since the previous update of the SCP Capitalization Table.
With respect to any SCP Partner who is terminated (with or without cause), resigns or retires (an “Acceleration Party”), the remaining Equity Securities in SPD held by the Seller that correspond to such SCP Partner’s equity interests in the Seller (on a look through basis) shall be treated as set forth in Annex C attached hereto.