ICGI Holdings definition

ICGI Holdings has the meaning ascribed to such term in the Preamble.
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ICGI Holdings and together with the ICG LLC Members, the “Parties” and each a “Party”).
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ICGI Holdings is defined in the preamble to this Agreement.
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Examples of ICGI Holdings in a sentence

  • On the IPO Closing Date, after giving effect to the Initial Purchase, ICGI, ICGI Holdings and ICGH LLC shall join in the execution of the ICG LP Limited Partnership Agreement, with ICGI being admitted as the sole general partner, with ICGI Holdings resigning as initial general partner and continuing as a limited partner, and with ICGH LLC withdrawing as the initial limited partner effective upon its contribution of its ICG LP Units to ICGI Holdings in the Secondary Contribution.

  • ICGI Holdings hereby grants an option to ICGI to purchase up to [—] ICG LP Units (each an “Overallotment Purchase”) for consideration consisting of: (a) $[—] per ICG LP Unit and (b) the right to certain future payments pursuant to the Tax Receivable Agreement.

  • ICGI Holdings shall then distribute to its members one share of Common Stock for each of their Holdings Common Units.

  • On the IPO Closing Date, ICGI Holdings shall sell [—] ICG LP Units to ICGI (the “Initial Purchase”) for an aggregate consideration consisting of: (a) $[—], such amount to be paid out of the net proceeds of the IPO, and (b) the right to certain future payments pursuant to the Tax Receivable Agreement in connection with the Initial Purchase.

  • This Agreement may be amended, modified, waived or supplemented, in whole or in part, only by a written agreement signed by ICGI, ICG LP (as successor to ICG LLC) and ICGI Holdings.

  • Immediately following the Initial ICG LP Contribution and Exchange, the Secondary Contribution shall be effected, after which ICGI and ICGI Holdings shall be the only partners of ICG LP.

  • With respect to any Elective Exchange, items of income, gain, loss, deduction and credit of ICG LP shall be allocated for federal income tax purposes between ICGI Holdings, ICGI and any other members of ICG LP using any method adopted by ICG LP for such purpose that is permissible under Section 706 of the Code.

  • ICGI shall pay the cash consideration set forth in clause (a) above not later than seven full business days after the exercise of an Overallotment Purchase, by wire transfer of immediately available funds to an account or accounts designated in writing by ICGI Holdings.

  • Upon the occurrence of a Change of Control Event, all ICG LP Units owned by ICGI Holdings shall immediately be subject to exchange for shares of Common Stock on a one-to-one basis, and all outstanding shares of Class B Common Stock shall be cancelled (a “Mandatory Exchange”).

  • Pursuant to the ICGI Holdings Limited Liability Company Agreement and in accordance with the schedule and the procedures set forth in this Article IV, each Qualified ICGI Holdings Member is entitled to request and ICGI Holdings shall thereafter tender the exchange with ICGI of the Exchangeable Portion (as defined below) of such Qualified ICGI Holdings Member’s Holdings Common Units for shares of Common Stock (an “Elective Exchange”).

Related to ICGI Holdings

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • 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.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • Holdco has the meaning set forth in the Preamble.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Holdings as defined in the preamble hereto.

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

  • GP means Gottbetter & Partners, LLP.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • CEI / “CEIG” shall mean Chief Electrical Inspector to the State Government.

  • CFC Holding Company means any Domestic Subsidiary that owns no material assets (directly or indirectly) other than Equity Interests and debt of one or more CFCs or Domestic Subsidiaries that are themselves CFC Holding Companies.

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • OpCo has the meaning set forth in the Preamble.

  • TPG has the meaning set forth in the preamble.

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

  • General Partner has the meaning set forth in the Preamble.

  • CEC means the California Energy Commission or its successor agency.

  • 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.

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

  • Carlyle means Carlyle Investment Management, LLC.

  • Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.