Equity Terms definition

Equity Terms. The terms set out in this Term Sheet will be reflected in a securityholders’ agreement (the "SHA") and a related subscription agreement (together with the SHA, the “Equity Documents”).The organizational documents of the Company and its relevant subsidiaries will be “vanilla” in form and will reflect (or will be revised to reflect), to the fullest extent permitted by law, the terms of the SHA. In all events, the SHA will govern in the event of any conflict or inconsistency. Each Manager will agree to take all action in its power and authority to act in accordance with the terms of the SHA so as to ensure that the provisions of the SHA will be given full force and effect, subject to applicable laws.
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Equity Terms means the allocation of the proportionate share of aggregate economic benefits associated with a Commercial Project among the equity participants in the Project Entity which will undertake such Commercial Project, including, without limitation, the division of ownership and the relative sharing of profits, sublicensing fees and the Carried Interest. A change solely in the financing terms or conditions on which the capital requirements of a Commercial Project may be raised shall not be considered a more favorable term or condition or a change thereto provided that it does not change the Equity Terms. Each proposal for a Commercial Project delivered to a third Person by a Member shall also be delivered to the other Member contemporaneously with such disclosure to the third Person and shall be subject to provisions of the Amended Confidentiality Agreement.
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Equity Terms shall have the meaning set forth in Section 10.5(iv) hereof. "Effective Date of the Amended Agreement" means June 29, 1999.
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Examples of Equity Terms in a sentence

  • Intention-to-Treat Analysis Dataset: Participants will be analyzed based on their treatment assignment.

  • This Summary of Equity Terms and the Stock Issuance Agreement will be governed in all respects by the laws of the State of California, without giving effect to principals of conflicts of laws [Note: add the following if the company charter has a provision noting that jurisdiction and venue for disputes is in federal courts not in California: “and venue and jurisdiction for any related disputes will be in the courts of the State of California”].

  • The Shares will be issued pursuant to a Stock Issuance Agreement in a form drafted by the REGENTS but that is mutually agreeable to the parties and with terms consistent to those set forth in the agreed upon Summary of Equity Terms.

  • Further information relating to the Facilities Agreement and the Equity Terms Agreement is set out in paragraph 10 of Part 10 of this document.

  • In connection with their equity financing of Bidco, each of the NorthEdge Funds and the Co-investors has entered into the Equity Terms Agreement.

  • Dominic Wheatley will enter into a service agreement on completion of the Equity Terms Agreement for an indefinite period, subject to termination for cause in accordance with the terms therein.

  • However, the Equity Terms Agreement provides that Topco should have a remuneration and appointments committee and an audit committee, details of which are set out below.

  • LIGHTHOUSE CAPITAL PARTNERS IV, L.P. By: /s/ Xxxx XxXxxxxxx By: LIGHTHOUSE MANAGEMENT --------------------------------- PARTNERS IV, L.L.C., its general Name: Xxxx XxXxxxxxx partner Title: CEO By: /s/ Xxxxxx Xxxx ------------------------------------ Name: Xxxxxx Xxxx Title: Chief Operating Officer Exhibit A - Collateral Exhibit B - Equity Terms Exhibit C - Landlord Consent Exhibit D - Loan Agreement Supplement Exhibit E - Ancillary Documents EXHIBIT A DEBTOR/BORROWER: SOUNDBITE COMMUNICATIONS, INC.

  • The Shares and any Antidilution Shares (as defined below) will be issued pursuant to a Stock Issuance Agreement in a form drafted by the Regents but that is mutually agreeable to the parties and with terms consistent to those set forth in the agreed upon Summary of Equity Terms.

  • The Employment Equity Committee will consist of the employer and employee representatives and will be guided by the Employment Equity Terms of Reference (ToR).


More Definitions of Equity Terms

Equity Terms means terms and conditions consistent with the terms and conditions provided to other purchasers of the same or similar class of equity, including voting rights/obligations, participation (excluding, however, any representation on the board), representations and warranties, indemnification and investor rights tag-along, drag-along, registration rights, board observation, information rights, and rights to receive financial statements, in each case no less favorable than preferred investors in purchase and investor agreements.
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Related to Equity Terms

  • Key Terms means, with respect to a Relevant Transaction and a party, the valuation of such Relevant Transaction and such other details the relevant party deems relevant from time to time which may include the effective date, the scheduled maturity date, any payment or settlement dates, the notional value of the contract and currency of the Relevant Transaction, the underlying instrument, the position of the counterparties, the business day convention and any relevant fixed or floating rates of the Relevant Transaction. For the avoidance of doubt, "Key Terms" does not include details of the calculations or methodologies underlying any term.

  • URL Terms means the terms with which Customer must comply, which are located at a URL, referenced in this Agreement and are hereby incorporated by reference.

  • Exit Facility Term Sheet means the Exit Facility Term Sheet attached as Exhibit 2 to Exhibit B of the Restructuring Support Agreement.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Put Option Agreement has the meaning set forth in the recitals.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Separate Terms refers to separate license terms that are specified in the Program Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third Party Technology.

  • Issue Terms means either (i) where the Securities are not Exempt Securities, the relevant Final Terms or (ii) where the Securities are Exempt Securities, the relevant Pricing Supplement, in each case, as described below.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Option Agreement means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

  • Delivery Terms as defined in Section 10.1;

  • Principal Terms means, with respect to any Series, (i) the name or designation; (ii) the initial principal amount (or method for calculating such amount), the Invested Amount, the Series Invested Amount and the Required Series Transferor Amount; (iii) the Certificate Rate (or method for the determination thereof); (iv) the payment date or dates and the date or dates from which interest shall accrue; (v) the method for allocating Collections to Investor Certificateholders; (vi) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vii) the Servicing Fee; (viii) the issuer and terms of any form of Series Enhancements with respect thereto; (ix) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased by a Transferor or remarketed to other investors; (x) the Series Termination Date; (xi) the number of Classes of Investor Certificates of such Series and, if more than one Class, the rights and priorities of each such Class; (xii) the extent to which the Investor Certificates of such Series will be issuable in temporary or permanent global form (and, in such case, the depositary for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged, in whole or in part, for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid); (xiii) whether the Investor Certificates of such Series may be issued in bearer form and any limitations imposed thereon; (xiv) the priority of such Series with respect to any other Series; (xv) whether such Series will be part of a Group; (xvi) whether such Series will be a Principal Sharing Series; (xvii) whether such Series will be an Excess Allocation Series; (xviii) the Distribution Date; and (xix) any other terms of such Series.

  • Primary Terms and Conditions means the terms and conditions applicable to the ICICI Bank’s internet banking facility/service.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Common Terms Agreement means the written agreement entitled "Common Terms Agreement", dated on or about 21 July, 2017 (as amended and/or reinstated from time to time), between, amongst others, the Borrower (as borrower) and the Facility Agent.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • General Terms means these terms.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Service Terms means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Permitted Convertible Debt means (a) the 2026 Convertible Notes and (b) any other Debt incurred by the Credit Parties that (i) is either (x) a note or other debt instrument issued by a Credit Party which is convertible into Equity Interests of Holdings (and cash in lieu of fractional shares) or (y) sold as units together with a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction that are exercisable for Equity Interests of Holdings (any indenture, promissory note or other instrument pursuant to which such debt securities and/or units are issued or otherwise governed, the “Future Convertible Notes”); (ii) the obligations of all Persons (including all Credit Parties) in respect of such notes and/or units (and any guarantee thereof) are fully unsecured; (iii) does not have a stated maturity prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition); (iv) has no scheduled amortization or principal payments or requires any mandatory redemptions or payments of principal (other than as a result of a conversion thereof into Equity Interests of Holdings) prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition) other than customary payments upon a change of control or fundamental change event (it being understood that conversion of any such Debt shall not be considered a redemption or payment); (v) the rate of interest payable in cash in respect of such notes shall not exceed eight percent (8.00%) per annum (as may be increased by not more than fifty basis points of additional interest under the terms of the related indenture), (vi) to the extent such Debt includes a cross-event of default (other than any cross-payment event of default or cross-acceleration event of default) provision contained therein that relates to indebtedness of any Borrower (such indebtedness, a “Cross-Default Reference Obligation”), contains a cure period of at least fifteen (15) calendar days before an event of default or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default provision, (vii) no Subsidiary that is not a Credit Party shall guarantee the obligations under such notes, and each guarantee of such notes by a Credit Party shall provide for the release and termination thereof, without action by any Person, upon any release and termination of the guarantee by such Credit Party of the Obligations, (viii) the terms, conditions, fees, covenants, and settlement mechanics (if applicable) of such notes shall be such as are typical and customary for Debt of such type (as determined by the Borrower Representative in good faith), and (ix) immediately before and after giving pro forma effect to the incurrence of such Debt and any concurrent use of proceeds thereof, no Event of Default shall have occurred and be continuing.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.