Sale of Cayman Holdings definition

Sale of Cayman Holdings means any of the following events: (i) the acquisition of Cayman Holdings by another person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, scheme of arrangement, consolidation, recapitalization or other similar transaction) in which the Cayman Holding’s members of record immediately prior to such acquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Cayman Holdings’s acquisition or otherwise) fail to hold at least fifty percent (50%) of the voting power of the resulting or surviving corporation or other surviving entity, as applicable, following such acquisition, and (ii) the sale of all or substantially all of Cayman Holdings’ and its Affiliates’ assets, taken as a whole.
Sample 1

Examples of Sale of Cayman Holdings in a sentence

  • Neither the adoption and maintenance of the Plan nor any action taken or omitted to be taken under its terms shall be construed as creating any limitations on the power and authority of Cayman Holdings, U.S. Holdings and their Affiliates to manage the affairs of themselves as they in their sole and absolute discretion deem appropriate, including but not limited to whether to enter into any transaction or transactions which might constitute a Sale of Cayman Holdings.

  • All outstanding Management Shares shall be fully vested on any Sale of Cayman Holdings.

  • However, any Participant failing to reasonably cooperate in any transaction or transactions giving rise to a Sale of Cayman Holdings shall forfeit all Management Shares then held by him or her immediately prior to the resulting Sale of Cayman Holdings without any further action being required.

  • Upon termination of this Plan, any then outstanding Management Shares shall automatically and without need of any action terminate and be of no further force and effect except to the extent and for the period required to compute any bonuses due Participants on account of cash dividend distributions, or a Sale of Cayman Holdings, on or prior to the date of Plan termination.

  • Such cash bonus shall be paid promptly but in any event not later than the 15th day of the third month following the calendar year of the Sale of Cayman Holdings (or at the same time as any deferred Proceeds are realized or distributed, in the case of Proceeds subject to risks or contingencies).

  • For this purpose, “cooperate” means the Participant’s good faith participation in the negotiation and effectuation of any transaction or transactions culminating in or constituting the Sale of Cayman Holdings, including signing any non-competition, confidentiality or employment agreements in any transaction on terms and conditions generally consistent with the terms and conditions of the Participant’s employment by U.S. Holdings and its Affiliates.

  • This Plan shall automatically terminate upon any Sale of Cayman Holdings.

Related to Sale of Cayman Holdings

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Holdco has the meaning set forth in the Preamble.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Holdings as defined in the preamble hereto.

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Topco has the meaning set out in the Preamble;

  • Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.

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

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • OpCo has the meaning set forth in the Preamble.

  • Qualified Stockholder means: (a) the record holder of a share of Class B Common Stock as of the IPO Date; (b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the IPO Date; (c) each natural person who, prior to the IPO Date, Transferred shares of capital stock of the Corporation to a Permitted Entity that is or becomes a Qualified Stockholder; (d) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a Qualified Stockholder; and (e) a Permitted Transferee.

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • Domestic Foreign Holding Company means any Domestic Subsidiary of the Borrower that owns no material assets (held directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any territory thereof.

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • RSC means the Regional Security Coordinator(s) (RSC(s)) appointed for CCR Hansa, unless it is explicitly otherwise stated, according to Article 77(1)(a) of the SO Regulation that will perform the tasks allocated to this(these) RSC(s) according to Article 77(1)(c)(i) of the SO Regulation;

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;