Vestar V definition

Vestar V has the meaning set forth in the preface.

Examples of Vestar V in a sentence

  • The Company and each Member hereby designate Vestar V as the initial “tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “Tax Matters Member”).

  • Except in connection with an initial Public Offering of Holdings, the charters of these committees shall not be modified, and no new committees created, without the consent of Vestar V and the Majority Preferred Stockholders.

  • Set forth on Exhibit A hereto is a list of construction, installation and remodeling projects that have been disclosed to Vestar V and its Affiliates prior to the consummation of the transactions contemplated by the Purchase Agreement.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of the initial Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of a Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable or except in connection with a Drag-Along Sale.

  • For its second MFA theory of liability, Newpaper claims Defendants engaged in unlawful competition.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of a Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable or except in connection with a Company Sale.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of the initial Public Offering, no holder of Employee Securities may Transfer any Employee Securities without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer.

Related to Vestar V

  • Vestar means Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership.

  • Carlyle means Carlyle Investment Management, LLC.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • TPG has the meaning set forth in the preamble.

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Equity Investors means the Sponsors and the Management Stockholders.

  • Ares has the meaning set forth in the preamble.

  • Investor Parties has the meaning set forth in the Preamble.

  • Equity Investor means the tax credit investor or syndicator for the proposed project who will acquire an ownership interest in the proposed project and who contributes capital to the Project Sponsor and the closing of the syndication. Equity Investors provide the capital requirements of the Project Sponsor either in the form of a single contribution at the time of entry or a staged level of contributions.

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

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

  • Apollo means Apollo Management V, L.P. and its Affiliates or any entity controlled thereby or any of the partners thereof.

  • Warburg means Warburg Pincus Private Equity VIII, L.P.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Service Partners means any successful vendor who is awarded the proposal or who entered into an agreement with CIPC and/or its clients to offer consulting services in areas such as but not limited to, strategic e-business consulting, evaluation, implementation and continuous improvement or system integration.

  • Sub-Investment Manager means for each Fund any sub-investment manager or sub-investment managers indicated in the relevant Supplement and any sub-investment manager that the relevant Investment Manager may appoint in the future to manage the Fund, provided that disclosure of any such sub-investment managers appointed by the Investment Managers will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders, and provided further that each Sub-Investment Manager may appoint a sub-investment manager/advisor to manage/advise any portion of the assets of any Fund to which it has been appointed Sub-Investment Manager in accordance with the requirements of the Central Bank Rules;

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Investors and the Issuer.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).