In the event that VEBA cannot sell a sufficient amount of Transferring VEBA Holdco Interests in the manner described in the foregoing sentences, the remaining amount of Membership Interests to be sold pursuant to Section 14.4 shall be delivered in the form of Membership Interests.
Transferring Member has the meaning set forth in Section 9.4.
Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).
Transferred Interests has the meaning set forth in the Recitals.
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.
Membership Interests has the meaning set forth in the recitals.
Holdco has the meaning set forth in the Preamble.
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.
Transferring Shareholder has the meaning set forth in Section 5.2(a).
Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.
Preferred Equity Interest in any Person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class in such Person.
Disposing Member is defined in Section 4.1.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.
Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.
Subsidiary Equity Interests has the meaning specified in Section 5.6.
New Equity Interests means the limited liability company
Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.
JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.
Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.
Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:
Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.
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.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].
Newco has the meaning set forth in the first paragraph of this Agreement.