Requisite Principal Investors definition

Requisite Principal Investors means, at any time, stockholders that are members of a Principal Investor Group and that, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all stockholders that are members of a Principal Investor Group.
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Requisite Principal Investors means (a) at any time when there is at least one Principal Investor remaining, stockholders that are members of a Principal Investor Group and that, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all stockholders that are members of a Principal Investor Group and (b) for purposes of Sections 2, 3.4, 4.2, 4.3, 4.4 and 4.5, at such time as there are no Principal Investors remaining, Investors holding a majority of the Class A Stock then held by Investors party to this Agreement.
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Requisite Principal Investors means at any time the approval of Principal Investors who, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all Principal Investors.
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Examples of Requisite Principal Investors in a sentence

  • The Company (solely at the direction of the Requisite Principal Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction.

  • If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Requisite Principal Investors to be a Strategic Investor and such determination has not been reversed by written notice to all holders of Shares, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Requisite Principal Investors.

  • The Requisite Principal Investors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof.

  • In addition to any other provision of this Agreement, no holder of Shares shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.3(b) or 3.1.5 of this Agreement to a Strategic Investor without the approval of the Requisite Principal Investors.

  • The terms and conditions of any such recapitalization transaction shall be determined by the Requisite Principal Investors, but shall be intended to cure the VCOC Event.

  • If, within such time period, a notice designating such Prospective Buyer a Strategic Investor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Requisite Principal Investors.

  • Following the Initial Public Offering, this Article II shall be amended to reflect a governance structure approved by the Requisite Principal Investors and each Principal Investor Group shall continue to be able to designate one nominee to serve as a member of the board of directors of the Company in accordance with Article VII of the Stockholders Agreement, except to the extent a Principal Investor Group waives such right with respect to itself.

  • Amend or waive any provision of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS that requires consent or approval of the Requisite Principal Investors, or amend or waive any provision of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that requires consent or approval of the Requisite Principal Investors.

  • Unless the Requisite Principal Investors elect otherwise, immediately prior to the Public Offering Time, all outstanding shares of Convertible Class A Common Stock shall convert into an equal number of shares of Residual Class A Common Stock.

  • If the Requisite Principal Investors elect not to have such conversion occur, they may elect to cause such conversion at any later date.

Related to Requisite Principal Investors

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

  • Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.

  • Lead Investor means Cavalry Fund I LP.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Majority in Interest of Note Holders Make-Whole Amount" or "Note Holder," or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Original Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Note Holders, the Owner Trustee and Lessee, (iii) reduce, modify or amend any indemnities in favor of the Owner Trustee, the Mortgagee or the Note Holders (except that the Owner Trustee (in its individual capacity) or the Mortgagee, as the case may be, may consent to any waiver or reduction of an indemnity payable to it) or the other Indenture Indemnitees, (iv) consent to any change in the Trust Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase or exchange of the Equipment Notes other than as permitted by Section 2.13 hereof, (v) except as contemplated by the Lease or the Participation Agreement, reduce the amount or extend the time of payment of Basic Rent, Stipulated Loss Value, or Termination Value for the Aircraft in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of Basic Rent, Stipulated Loss Value or Termination Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 3 and 16 of the Lease or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Trust Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereof.

  • Requisite Investors means collectively, (i) the holders of at least 67% of the then issued and outstanding shares of Series A Preferred Stock, voting together as a separate class (the “Requisite Series A Investors”), on an as-converted to Common Stock basis, and (ii) the holders of at least a majority of the then issued and outstanding shares of Series B Preferred Stock, voting together as a separate class (the “Requisite Series B Investors”).

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • CD&R Investors 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.

  • Initial Investors means (A) X.L. Insurance Company, Ltd.; (B) The Trident Partnership, L.P.; (C) Xxxxx & McLennan Risk Capital Holdings, Ltd.; or (D) any majority-owned subsidiary or parent (or equivalent in the case of a non-corporate entity) of the foregoing.

  • Strategic Investor means a Corporation, partnership or other entity engaged in one or more Telecommunications Businesses that has, or 80% or more of the Voting Stock of which is owned by a Person that has, an equity market capitalization, at the time of its initial Investment in the Company or in a Permitted Joint Venture with the Company, in excess of $2 billion.

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • Majority in Interest of Noteholders means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered Affiliates of the Company pursuant hereto)); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Majority in Interest of the Partners means Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to Consent to or withhold Consent from a proposed action.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

  • Initial Investor Interest means, with respect to any Series of Certificates, the amount stated in the related Supplement.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Majority in Interest As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

  • Initial Holders has the meaning set forth in the preamble.