Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.
Majority Principal Investors means, as of any date, (a) holders of a Majority in Interest of the Company Shares held by the Principal Investors and (b) solely for the purposes of Section 5.3 hereof, LGP and TPG. The Managers shall be entitled to rely upon written notice from TPG specifying that the Principal Investors constituting the “Majority Principal Investors” for purposes of the action, approval, consent or other provision in question have approved or consented to such matter or authorized such action.
Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Group immediately following the Televisa Closing to Persons other than their respective Permitted Transferees; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
Examples of Majority Principal Investors in a sentence
Other than following or in connection with a Change of Control, with the approval of the Majority Principal Investors (as defined in the Investors Agreement), the Company may defer the payment of any portion of the Management Fee (in the same proportion as the aggregate Management Fee to which all advisors under all Advisory Agreements (including this Agreement) is deferred) to the extent necessary in order for the Company to remain in compliance with rating agency requirements and covenants to lenders.
The Majority Principal Investors, in their sole discretion, may elect to exclude any holder of Management Shares or any holder of Other Investor Shares from the provisions of Sections 4.1 through 4.4 at any time.
The right to purchase such Company Shares shall be allocated pro rata among the Majority Principal Investors based upon the Purchase Price Value of the shares of Common Stock then held by such Majority Principal Investors (unless the Majority Principal Investors agree otherwise); provided, further that Purchased Management Shares Transferred to any Majority Principal Investor shall thereafter become Investor Shares hereunder.
Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining).
Actions of the Coordination Committee shall require the affirmative vote of representatives designated by Principal Investor Groups which constitute the Majority Principal Investors.
More Definitions of Majority Principal Investors
Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement; and provided, further, that at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Common Stock then held by Investors party to the Stockholders Agreement.
Majority Principal Investors shall have the meaning given to such term in the Principal Investor Agreement.
Majority Principal Investors means, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account Shares held by Co-Investment Vehicles that are part of such Group) and (b) a majority of the Principal Investor Groups; provided, that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set in paragraph (a) of this definition only.
Majority Principal Investors shall have the meaning set in paragraph (a) of this definition only.
Majority Principal Investors shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Group immediately following the Televisa Closing to Persons other than their respective Permitted Transferees; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 hereof; and provided, further, that, for purposes of Sections 2, 4.2, 4.3, 4.4, 4.7 and 4.8, at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Class A Common Stock then held by Investors party to this Agreement.
Majority Principal Investors shall have the meaning set forth in clause (a) of this definition only; provided, further, that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
Majority Principal Investors means at least two of the Principal Investors or, if there is only one remaining Principal Investor, the remaining Principal Investor or, if no Principal Investors remain, the board of directors of the Company.