Up-C Structure definition

Up-C Structure is defined in Section 11.01(a).
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Up-C Structure means the structure whereby NCMI and certain equityholders each hold common units of NCM, NCMI serves as the manager of NCM, and NCMI’s shares are publicly traded and each NCM common unit may be redeemed by NCM in exchange for one share of NCMI Common Stock, and the number of outstanding shares of NCMI Common Stock shall be equal at all times to the number of outstanding units of NCM directly or indirectly held by NCMI.
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Up-C Structure has the meaning set forth in the recitals hereof.
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Examples of Up-C Structure in a sentence

  • In the event of any registered public offering of Equity Securities by the Company (including an IPO), each Investor will have unlimited “piggyback” rights, subject to the cutback described below; provided that, in the case of an IPO, no Former Warrant Investor will have any such piggyback rights unless such registered public offering is an IPO using an Up-C Structure in which either the WME Member or the SL Member sell Equity Securities.

  • The Company will use commercially reasonable efforts to file a shelf registration statement, including a customary shelf registration statement for the exchange of Common Units into shares of common stock of the IPO Entity following an IPO using an Up-C Structure, and cause it to be effective as promptly as reasonably practicable following the first anniversary of an IPO and to keep such shelf registration effective for as long as any registration securities are outstanding.

  • The Restructuring Support Agreement paves the way for the Debtor to assume these critical contracts pursuant to the Plan Term Sheet: by providing that (i) each of the Joint Venture Agreements (which, as defined and described below, include several agreements that are ancillary to the ESAs) are assumed; (ii) the Up-C Structure is maintained; (iii) NCM, Inc.

  • Actual future taxes may differ given contemplated Up-C Structure.

  • In future ECP ForeStar Credit funds, Bridgepoint’s carried interest entitlement will increase to 19.5 per cent.2. TRANSACTION STRUCTUREThe Transaction will be implemented by way of an Up-C Structure, in connection with which Bridgepoint has set up an English limited partnership (being the OP) to serve as the pooling vehicle for the Bridgepoint Group and the ECP Group.

  • DETAILED MECHANICS OF EXCHANGEThe Transaction will be implemented by way of an Up-C Structure.

  • The MSP shall implement and maintain standard operating procedures for the maintenance of the IT infrastructure based on the policies formulated in discussion with Port and based on the industry best practices / frameworks.

  • On December 15, 2020, Party A sent Enable additional materials regarding the proposed Up-C Structure that would have the practical effect of allowing the Sponsors to defer recognition of taxable gain until they were prepared to sell (or otherwise exchange limited liability company units for) shares of Party A common stock.

  • The diagrams below show the structure of the Enlarged Group immediately following Closing, andimmediately following the exchange by all of the Sellers of their OP Units and Realised Earn-Out Units (assuming the Earn-Out is realised and such exchange occurs).The Up-C Structure is a common structure in the US for business combinations involving partnerships and flow-through entities and multiple asset managers have used or use this structure.

  • Real Estate Investment Trust & Recent DevelopmentsAgenda Up-C Structure Dean S.


More Definitions of Up-C Structure

Up-C Structure means a structure for consummating an IPO pursuant to which a corporation holding equity interests in JGW (or a successor partnership formed for that purpose) is the issuer in such IPO and the remaining members of JGW continue to hold equity interests in JGW (or such successor partnership).
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Related to Up-C Structure

  • Soil structure means the arrangement of primary soil particles into compound particles, peds, or clusters that are separated by natural planes of weakness from adjoining aggregates.

  • Support Structure means an existing or new structure that supports or can support a mobile service facility, including a mobile service support structure, utility pole, water tower, building, or other structure.

  • Existing structure means any structure that is installed or approved for installation at the time a wireless services provider or wireless infrastructure provider provides notice to a locality or the Department of an agreement with the owner of the structure to co-locate equipment on that structure. "Existing structure" includes any structure that is currently supporting, designed to support, or capable of supporting the attachment of wireless facilities, including towers, buildings, utility poles, light poles, flag poles, signs, and water towers.

  • Sign structure means the assembled components that make up an outdoor advertising display, including, but not limited to, uprights, supports, facings, and trim. A sign structure may contain 1 or 2 signs per facing and may be double-faced, back to back, T-type, or V-type.

  • Permanent structure means a permanent building or permanent structure that is anchored to a permanent foundation with an impermeable floor, and that is completely roofed and walled (new structures require a door or other means of sealing the access way from wind driven rainfall).

  • utility structure means transmission and distribution lines

  • Accessory Structure (Appurtenant Structure means a structure located on the same parcel of property as the principal structure and the use of which is incidental to the use of the principal structure. Garages, carports and storage sheds are common urban accessory structures. Pole barns, hay sheds and the like qualify as accessory structures on farms, and may or may not be located on the same parcel as the farm dwelling or shop building.

  • Historic Structure means any structure that is:

  • Accessory structure means a structure that is accessory and incidental to a dwelling located on the same lot.

  • Water control structure means a structure within, or adjacent to, a water, which intentionally or coincidentally alters the hydraulic capacity, the flood elevation resulting from the two-, 10-, or 100-year storm, flood hazard area limit, and/or floodway limit of the water. Examples of a water control structure may include a bridge, culvert, dam, embankment, ford (if above grade), retaining wall, and weir.

  • Wireless support structure means a freestanding structure designed to support or capable of supporting small cell wireless facilities. Wireless support structure does not include a utility pole.

  • advertising structure means any screen, fence, wall or other physical structure or object erected to display an advertisement or which is in itself an advertisement or used to display an advertisement.

  • Residential structure means a premises used or intended to be used for a residence purpose and related facilities appurtenant to the premises, used or intended to be used, as an adjunct of residential occupancy.

  • Occupied structure means any building, vehicle, or other place suitable for human occupancy or

  • Certified historic structure means a building that is

  • Temporary Structure means any structure that is apparently temporary in nature;

  • Nonconforming structure means a structure the size, dimension or location of which was lawful prior to the adoption, revision or amendment of a zoning ordinance, but which fails to conform to the requirements of the zoning district in which it is located by reasons of such adoption, revision or amendment.

  • Structure means a walled and roofed building, a manufactured home, or a gas, liquid, or liquefied gas storage tank that is principally above ground.

  • Parking Structure means a Building, or any part thereof, principally used for the parking of motor vehicles;

  • Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.

  • Sustainability Structuring Agent means X.X. Xxxxxx Securities LLC, in its capacity as sustainability structuring agent hereunder.

  • Model Articles means the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the adoption of these articles;

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Superstructure means the part of the bodywork which contributes to the strength of the vehicle in the event of a roll-over accident.

  • Charging Structure means the structure to be used in the establishment of the charging model which is applicable to each Call-Off Agreement, which structure is set out in Framework Schedule 3 (Charging Structure);

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.