Class A Sale definition

Class A Sale means any proposed sale of Class A Shares (A) in a Registered Sale or (B) in a sale pursuant to an exemption from registration to a strategic buyer or in which Xxxxxx Xxx participates, in either case, involving 5% or more of the then-outstanding Class A Shares, as such Class A Sale may be indicated in any Initial Period Exchange Notification.
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Class A Sale has the meaning set forth in the preamble.
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Class A Sale has the meaning set forth in Section 11.1(b)(i).
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Examples of Class A Sale in a sentence

  • For avoidance of doubt, distributions to the Class A Unitholders pursuant to Section 4.1(d) shall be determined without regard to items of depreciation or amortization allocated under, or attributable to, (i) any special basis adjustment with respect to any Member pursuant to Sections 734(b), 743(b) and 754 of the Code, (ii) the principles of Sections 704(c) of the Code, or (iii) the Class A Sale.

  • Immediately following the Class A Sale, DCS shall distribute to each of the DCS Members such member's pro rata share of the Class C Interest, free and clear of any Encumbrances.

  • On deposit of such price to the Company, the purchaser shall be deemed to have paid for the relevant Class A Sale Shares in full and on execution and delivery of the transfer, subject to the requirements of Applicable Law, the purchaser shall be entitled to exercise all the rights of a holder of such Sale Shares, and to be entered in the Company’s stock and transfer book as the holder by transfer of the Class A Sale Shares.

  • As part of the Class A Sale, Castle West and Holdings shall enter into and deliver the Management Agreement pursuant to which Holdings shall manage the business and operations of Castle West pursuant to the terms described therein.

  • In the event that the Exchange Committee determines to permit an Exchange by the Och-Ziff Limited Partners pursuant to this Agreement, the Exchange Committee shall provide written notice thereof (an “Initial Period Exchange Notification”) to each Och-Ziff Limited Partner that sets forth the applicable Established Exchange Date, the Maximum Participation Amount, if any, and whether such Exchange relates to a proposed Class A Sale.

  • Since August 3, 2006, several meetings and discussions have taken place between various representatives of the Parties with a view to finalizing the Disentanglement Schedule and the Ancillary Agreements.

  • The issuance, sale and purchase of the Class B Shares, delivery of the documents set forth in Section 1.3 and other related actions, including the Class A Sale, are being consummated on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York.

  • Immediately following the Class A Sale, each Holdings Member shall enter into and deliver the Holdings Limited Agreement which shall provide for the issuance of membership interests therein in exchange for the Class C Interest.

  • It is a condition to the closing of the sale of the Class B Shares hereunder that the Class A Sale shall be consummated simultaneously.

  • The Ziffs shall be so restricted from selling Class A Shares pursuant to this Section 2.2(a)(iii) during the period commencing on the date on which the Ziffs receive an Initial Period Exchange Notification with respect to an Exchange relating to a Class A Sale and ending on the earlier of (i) the receipt of notice that such Class A Sale will not occur and (ii) the completion of the Class A Sale (such period, the “Determination Period”).


More Definitions of Class A Sale

Class A Sale as defined in the preamble of this Agreement.
Sample 1

Related to Class A Sale

  • Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

  • Class A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Class A Interest Each of the Class A-1 and Class A-2 Interests.

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • Class A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Class A-3 Final Distribution Date means the July 2029 Distribution Date.

  • Class A Investor Interest means, on any date of determination, an amount equal to (a) the Class A Initial Investor Interest, minus (b) the aggregate amount of principal payments made to Class A Certificateholders prior to such date and minus (c) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed pursuant to subsection 4.11(b) prior to such date of determination; provided, however, that the Class A Investor Interest may not be reduced below zero.

  • Class A Noteholders’ Distribution Amount means, for any distribution date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class A Noteholders’ Principal Distribution Amount for that distribution date.

  • Class A-4 Final Distribution Date means the April 2027 Distribution Date.

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A-P Principal Distribution Amount As defined in Section 4.02.

  • Class A-2 Final Distribution Date has the meaning set forth in the Sale and Servicing Agreement.

  • Class A-2, Class X-1," "Class X-2," "Class B," "Class C," "Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K," "Class L," "Class M," "Class N," "Class O," "Class R-I," "Class R-II" and "Class R-III" respectively, on the face thereof, in substantially the form attached hereto as Exhibits.

  • Class A Distribution Amount As to any Distribution Date and any Class of Class A Certificates (other than the Class A-PO Certificates), the amount distributable to such Class of Class A Certificates pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As to any Distribution Date and the Class A-PO Certificates, the amount distributable to the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a) on such Distribution Date.

  • Class A-2 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in effect, the excess of (x) the sum of the Certificate Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 58.00% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group II Mortgage Loans as of the Cut-off Date.

  • Class A Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the aggregate Class Certificate Balance of the Class A Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 86.20% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

  • Class A Non-PO Principal Distribution Amount As to any Distribution Date, the aggregate amount distributed in respect of the Class A Certificates pursuant to Paragraph third clause (A) of Section 4.01(a).

  • Class A-1 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in effect, the excess of (x) the Certificate Principal Balance of the Class A-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 55.50% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group I Mortgage Loans as of the Cut-off Date.

  • Class A Noteholders’ Interest Distribution Amount means, for any distribution date, the sum of: • the amount of interest accrued at the class A note interest rates for the related accrual period on the aggregate outstanding principal balances of all classes of class A notes on the immediately preceding distribution date, after giving effect to all principal distributions to class A noteholders on that preceding distribution date; and • the Class A Note Interest Shortfall for that distribution date.

  • Class A-S Component The Component having such designation.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Class A Interest Distribution Amount means, as to each Class of Class A Certificates and any Remittance Date, the sum of the amounts specified in clause (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) and (a)(vii), as appropriate, of the definition of the term "Class A Formula Distribution Amount" and the Unpaid Class A Interest Shortfall, if any, with respect to such Class.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.