Master Holdco definition

Master Holdco has the meaning set forth in the recitals to this Participation Agreement.
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Examples of Master Holdco in a sentence

  • For tax reporting purposes, to the maximum extent permitted by the Code, each Party shall treat all amounts paid under any of the provisions of this Article 6 as an adjustment to the purchase price for interest in Master Holdco transferred pursuant to this Participation Agreement (or otherwise as a non-taxable reimbursement, contribution or return of capital under the Master Holdco LLC Agreement, as the case may be).

  • This Section 4.3 shall terminate and be superseded at the Document Closing by the confidentiality provisions of the Master Holdco LLC Agreement.

  • On the Document Closing Date, Sponsor Investor shall cause Master Holdco to issue certificates evidencing the interests set forth in this Section 2.1(c)(iii) pursuant to Section 2.2(b) of the Master Holdco LLC Agreement.

  • The NRG Closing Date Interest, the Google Closing Date Interest, and all Equity Interests to be issued by Master Holdco at the Document Closing will, when issued, constitute a limited liability company interest in Master Holdco, free and clear of any Liens except for obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement.

  • As of the Effective Date and through the period ending immediately prior to the Document Closing, (i) Sponsor Investor will own 100% of the issued and outstanding Equity Interests of Master Holdco, (ii) Master Holdco will own 100% of the issued and outstanding Equity Interests of Project Holdco, and (iii) Project Holdco will own 100% of the issued and outstanding Equity Interests of the Project Company.

  • The Holder hereby agrees and consents to the Exchange and understands and acknowledges that the Restricted Shares are being issued in full settlement of all of the Holder’s rights under the LLC Agreement or under any other documents or agreements related to or in connection with the Interest or any other interest in Master Holdco or any of its affiliates, predecessors or successors.

  • This Agreement shall inure to the benefit of the parties hereto and, with respect to Section 1.2 and 3.9, to Master Holdco and its affiliates, successors and predecessors, and their officers, directors and equity holders (each of whom shall be deemed to be intended third party beneficiaries hereunder).

  • Immediately prior to giving effect to the transactions contemplated by the Equity Documents, (i) Sponsor Member owns 100% of the issued and outstanding Equity Interests of Master Holdco, (ii) Master Holdco owns 100% of the issued and outstanding Equity Interests of each Project Holdco, and (iii) Sponsor owns 100% of the issued and outstanding Equity Interests of each Project Company.

  • Borrower shall not permit Sponsor Member to consent to any amendment of the confidentiality restrictions of the Master Holdco LLC Agreement or other Equity Documents to preclude the furnishing to Lender of any information furnished to Sponsor Member thereunder.

  • Borrower shall, and shall cause Sponsor Member to comply with each Equity Document to which it is a party and neither Borrower nor Sponsor Member shall take any action or fail to take any action that would result in a default or event of default under such Equity Document, or a reduction in Sponsor Member’s Ownership Percentage as defined in the Master Holdco LLC Agreement, except in connection with an Expected Sell-Down.

Related to Master Holdco

  • 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.

  • US Holdco means, notwithstanding anything in the Indenture to the contrary, Brookfield Infrastructure US Holdings I Corporation; and

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

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

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • OpCo has the meaning set forth in the Preamble.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Topco has the meaning set out in the Preamble;

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • 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.

  • Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

  • DCO means a derivatives clearing organization as defined in Section 1a(15) of the CEA that is registered with, or has been exempted from registration by, the CFTC and that provides clearing services with respect to any Swaps traded on the SEF or pursuant to the SEF Rules.

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

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.