Additional Equity Interests definition

Additional Equity Interests means (a) the Equity Interests described or referred to in Annex 1-A hereto (or in the case of any Issuer that is a Foreign Subsidiary or FSHCO, not less than and no more than sixty six percent (66%) of all the issued and outstanding shares of all classes of the Equity Interests of such Foreign Subsidiary or FSHCO); (b) the certificates or instruments, if any, representing such Additional Equity Interests; (c) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; (d) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties; (e) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition and; (f) all security entitlements in respect of any of the foregoing, if any.
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Additional Equity Interests. Equity securities of the Partnership issued after the date hereof pursuant to the provisions of Section 4.02; provided, however, that neither the Class A Units nor the Convertible Notes shall constitute Additional Equity Interests for any purpose of this agreement.
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Additional Equity Interests shall have the meaning specified in the recitals.
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Examples of Additional Equity Interests in a sentence

  • The Pledgor hereby represents and warrants that, as to the Additional Equity Interests, on the date hereof each of the representations and warranties contained in Article IV of the Guarantee and Pledge Agreement is true and correct in all material respects on the date hereof (after giving effect to this Supplemental Pledge Agreement) as if made on and as of such date, unless such representations and warranties are expressly limited to an earlier date.

  • As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby pledges to the Administrative Agent, and hereby grants to the Administrative Agent, a security interest in the Additional Equity Interests.

  • The information set forth in Annex 1-A hereto describing the Additional Equity Interests is hereby added to the information set forth in Schedule 2 to the Guarantee and Pledge Agreement.

  • This power-of-attorney is irrevocable and coupled with an interest, and any similar or dissimilar powers heretofore given by Pledgors in respect of the Equity Interests (and/or any Additional Equity Interests) to any other Person are hereby revoked.

  • New Members; Additional Equity Interests; Securities...................................

  • Assets, which shall be allocated in accordance with the provisions of subsection 6.01(b)) on a per-day basis in accordance with each Partner's Equity Interest in the Partnership (or otherwise as may be required to give effect to the provisions of any Additional Equity Interests) as of the end of such day.

  • NEGATIVE COVENANTS 100 7.01 Liens 100 7.02 Investments 100 7.03 Indebtedness 100 7.04 Fundamental Changes; Dispositions 101 7.05 Prohibition on Additional Equity Interests and New Members 102 7.06 Restricted Payments 102 7.07 Change in Nature of Business 103 7.08 Transactions with Affiliates 103 7.09 Burdensome Agreements 103 7.10 Use of Proceeds 103 7.11 Financial Covenants.

  • The Managing General Partner (or, if there is no Managing General Partner remaining, any Person elected by the affirmative vote of Partners constituting (i) the Required Founding Limited Partners and (ii) the holders of not less than two-thirds of all the Equity Interests then outstanding and not less than two-thirds of all Additional Equity Interests (if any) then outstanding (the "Liquidator")) shall be responsible for oversight of the winding up and dissolution of the Partnership.

  • Prior to the occurrence and continuance of an Event of Default, Pledgors shall be entitled to receive and retain all distributions with respect to the Equity Interests (and any Additional Equity Interests).

  • The parties hereto expressly agree that, unless and until Pledgee shall become the absolute owner of all or any portion of the Equity Interests (and/or any Additional Equity Interests) pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture between Pledgee and any Pledgor.


More Definitions of Additional Equity Interests

Additional Equity Interests. Equity securities of the Partnership issued after the date hereof pursuant to the provisions of Section 4.02; provided, however, that the Convertible Notes shall not constitute Additional Equity Interests for any purpose of this agreement. Additional General Partner: JMB Partner, any Person admitted to the Partnership as an Additional General Partner thereof (upon conversion of all or part of its Interest as a Limited Partner or otherwise) pursuant to the provisions of subsection 4.02(c) and any other Person that hereafter becomes an Additional General Partner of the Partnership in accordance with the provisions of Article 9 (other than Section 9.06), in each case until such Additional General Partner shall cease to be a general partner of the Partnership pursuant to the provisions of this agreement or applicable law.
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Additional Equity Interests. As defined in Section 4.02.
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Related to Additional Equity Interests

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • New Equity Interests means the limited liability company

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Special Equity Interest means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.

  • Voting Equity Interests means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

  • Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

  • Pledged Equity Interests means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests, Pledged Trust Interests and Pledged Alternative Equity Interests.

  • Preferred Equity Interest means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Equity Interest means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Pledged Equity Interest means an Equity Interest that is included in the Collateral at such time.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Disqualified Equity Interests of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if (1) the change of control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 4.08, and (2) the right to require the Issuer to redeem such Equity Interests does not become operative prior to the Issuer’s purchase of the Notes as required pursuant to the provisions of Section 4.08.

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Domestic Shares ’ means the domestic invested shares in the share capital of the Company with a par value of RMB1.00 each, which are subscribed for in Renminbi (‘‘RMB’’) by PRC investors;

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].