Sponsor Sale definition

Sponsor Sale means the sale, assignment or transfer by a Sponsor Affiliated Lender of all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its U.S. Term Loans, European Term Loans and/or New Term Loans owing to it, in accordance with Section 10.6.
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Sponsor Sale has the meaning set forth in Section 10(d)(i).
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Sponsor Sale means a sale of Common Equity by a Holder of LCP Registrable Securities or GIC Registrable Securities (i) in a Public Offering, (ii) to the public pursuant to Rule 144 (or any similar rule then in effect) effected through a broker, dealer or market maker, (iii) in an unregistered block sale to a financial institution, (iv) in a privately negotiated transaction under “Section 4(a)(1)-1/2” of the Securities Act or (v) in any other transaction in which such Holders transfer Common Equity to a party other than, with respect to a Holder of LCP Registrable Securities, an Affiliate of LCP and, with respect to a Holder of GIC Registrable Securities, an Affiliate of GIC.
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Examples of Sponsor Sale in a sentence

  • The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Sponsor Sale (the “Sponsor Sale Notice”) to the Company and Televisa.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Merger Exit or Sponsor Sale other than as set forth in the Change of Control Procedures.

  • As promptly as practicable following the delivery of either a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa will discuss with the Arbitrator the general process that is anticipated and procedures that the Arbitrator may desire to implement in order to be kept informed of material events related to such Sponsor Sale or Merger Exit process.

  • All confidential and/or proprietary information relating to the Sponsor Sale that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1.

  • For the avoidance of doubt, any Sponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and 3.3.3.

  • In the event that Televisa delivers a timely Sponsor Sale Tag Along Election (provided that it has not been revoked in accordance with Section 4.7.6), all subsequent changes to price and all subsequent changes to, additions of, or elimination of, other material terms and conditions shall be determined by the Prospective Selling Stockholders as defined in clause (f)(ii) of the definition of Prospective Selling Stockholder.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in the Change of Control Procedures.

  • In such event, each Televisa Investor shall, if requested by the Prospective Selling Stockholders, vote its respective Shares in favor of the Sponsor Sale and as otherwise directed by the Prospective Selling Stockholders (in each case, if and to the extent any such vote is required) in connection with the Sponsor Sale in order to effectuate the intent of this provision.

  • The Sponsor Sale Notice shall constitute, and conform to the terms and conditions of, a Tag Along Notice under Section 4.1 (other than items listed in Section 4.1.1(a)(iii) and (iv)), and Televisa shall have the rights of a Tag Along Holder under Section 4.1 with respect to such Sponsor Sale (the “Sponsor Sale Tag Along Rights”).

  • Each director of the Company shall be entitled to receive such compensation on such bases for his or her services as a director and as a member of any standing or special committee of the board of directors as the board of directors by resolution may from time to time determine.


More Definitions of Sponsor Sale

Sponsor Sale means a Subsequent Sale (as defined in the Certificate of Incorporation) by one or more of the Sponsors.
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Sponsor Sale shall have the meaning set forth in Section 4.7.
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Sponsor Sale means the sale, assignment or transfer by a Sponsor Affiliated Lender of all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Loans owing to it, in accordance with Section 10.6. (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following definitions: “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereunder), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, that no Affiliate of Holdings or Sponsor shall be an Eligible Assignee (other than solely with respect to Loans purchased pursuant to a Dutch Auction, any Sponsor Affiliated Lender or (ii) in connection with any purchase of the Loans from an existing Sponsor Affiliated Lender).
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Related to Sponsor Sale

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

  • Sponsor Affiliate means an entity that joins with the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the FILOT Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project, all as set forth in Section 5.13 hereof.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

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

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Sponsor Support Agreement has the meaning set forth in the recitals to this Agreement.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • 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.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Canadian Investment Manager designation means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or a Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 10.4.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Sponsor Model means the Sponsor’s financial model, dated June 26, 2018, used in connection with the syndication of the Credit Facility.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Excluded Transactions means:

  • Servicing Transfer Event means any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan is required to be transferred to the Special Servicer from the Master Servicer.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

  • Secondary Market Transaction has the meaning set forth in Section 5.5.