Ultimate Corporate Parent definition

Ultimate Corporate Parent means (i) with respect to Virgin and any Permitted Transferee of Virgin, the top holding company entity controlled by (1) ▇▇▇▇▇▇▇ Branson, (2) the trustees of any trust created by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the principal beneficiaries of which are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or members of his family, (3) any spouse of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, any lineal descendant of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ grandparents, (4) any personal representative of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of the Persons referred to in (3) above acting within that capacity or (5) any Person which is directly or indirectly controlled by any Person referred to in (1) – (4) above or any combination of them; (ii) with respect to Sprint and any Permitted Transferee of Sprint, Sprint Nextel Corporation; or (iii) with respect to any of the above, such other corporate or similar entity which is the legal successor of such Ultimate Corporate Parent or which becomes the holder of the legal title to all or substantially all of the assets of such Ultimate Corporate Parent. If, at any time, a Person’s Ultimate Corporate Parent, as named in clauses (i) through (iii) above, as the case may be, ceases to control such Person, then the provisions of this Agreement shall cease to apply to such named Ultimate Corporate Parent, but will apply to the corporate or similar entity determined to be such Person’s Ultimate Corporate Parent in accordance with clause (iii) above, provided that the foregoing shall not affect the rights and remedies that may be available hereunder as a result of such change in control (if any).
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Ultimate Corporate Parent means (i) with respect to Virgin and any Permitted Transferee of Virgin, the top holding company entity controlled by (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (2) the trustees of any trust created by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the principal beneficiaries of which are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or members of his family, (3) any spouse of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, any lineal descendant of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ grandparents, (4) any personal representative of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of the Persons referred to in (3) above acting within that capacity or (5) any Person which is directly or indirectly controlled by any Person referred to in (1) — (4) above or any combination of them; (ii) with respect to SK Telecom and any Permitted Transferee of SK Telecom, SK Telecom Co., Ltd.; (iii) with respect to Sprint and any Permitted Transferee of Sprint, Sprint Nextel Corporation; or (iv) with respect to any of the above, such other corporate or similar entity which is the legal successor of such Ultimate Corporate Parent or which becomes the holder of the legal title to all or substantially all of the assets of such Ultimate Corporate Parent. If, at any time, a Person’s Ultimate Corporate Parent, as named in clauses (i) through (iv) above, as the case may be, ceases to control such Person, then the provisions of this Agreement shall cease to apply to such named Ultimate Corporate Parent, but will apply to the corporate or similar entity determined to be such Person’s Ultimate Corporate Parent in accordance with clause (iv) above, provided that the foregoing shall not affect the rights and remedies that may be available hereunder as a result of such change in control (if any).
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Examples of Ultimate Corporate Parent in a sentence

  • This Agreement shall automatically terminate upon the date that the Director ceases to serve as Chairman of the LLC Parent Board, the Company Board and, if applicable, the Ultimate Corporate Parent Board.

  • The number of Additional Shares purchasable pursuant to the Additional Option to be issued in connection with each Dilutive Issuance shall equal the number of whole shares of common stock of the Ultimate Corporate Parent necessary for the Director to maintain a one and one half percent (1.5%) overall ownership position in the Ultimate Corporate Parent after such Dilutive Issuance and the grant of such Additional Option (calculated on a Fully Diluted Basis).

  • In addition, for so long as the Director continues to provide services to any Company Entity, the Ultimate Corporate Parent shall grant the Director one or more additional stock options (the “Additional Options”) for the purchase of additional shares of common stock of the Ultimate Corporate Parent (the “Additional Shares”) on the terms and subject to the conditions set forth in this Section 3.2(b).

  • The Director agrees to serve as Chairman of the Boards (as defined below) and to provide related advisory and oversight services to and for the Company as may be reasonably requested from time to time by the Boards, the Company, the LLC Parent and, following the effectiveness of the Restructuring, the Ultimate Corporate Parent relating to their ongoing operations and strategic matters.

  • The per share exercise price of each Additional Option will be equal to the fair market value of one share of common stock of the Ultimate Corporate Parent at the time of the grant of such Additional Option.

  • The Director shall serve as Chairman of the LLC Parent Board, the Company Board and, from and after the effectiveness of the Restructuring, the Ultimate Corporate Parent Board, in each case until his resignation, retirement or removal as Chairman of the applicable Board in accordance with the bylaws or organizational documents that are then applicable to such entity.

  • The obligation of the Ultimate Corporate Parent to grant Additional Options pursuant to this Section 3.2(b) shall terminate immediately prior to the initial underwritten public offering of the Ultimate Corporate Parent’s common stock pursuant to a registration statement under the Securities Act of 1933, as amended (an “IPO”).

  • Each of the LLC Parent and, following the effectiveness of the Restructuring, the Ultimate Corporate Parent shall be an express third-party beneficiary of this Agreement.

  • For the avoidance of doubt, on and after the Amendment Effective Time, for so long as the Director serves as a director on the Ultimate Corporate Parent Board, the Director shall be entitled to cash compensation for such service in accordance with the non-employee director compensation policy then in effect.