Majority Private Placement Parties definition

Majority Private Placement Parties means, at the relevant time, Remaining Private Placement Parties holding in the aggregate more than two-thirds (662/3%) of the aggregate Private Placement Commitments of all Remaining Private Placement Parties under the Subscription Agreement;
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Majority Private Placement Parties each as defined herein, respectively; (vii) the representations and warranties of the Concordia Parties contained in this Agreement and in Section 3 of the Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) at and as of the date hereof and at and as of the Effective Date, except (A) that representations and warranties that are by their terms given as of a specified date shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement, and each Concordia Party shall have provided to the Private Placement Parties a certificate signed by an officer of such Concordia Party certifying compliance with this Section 7(b)(vii) as of the Effective Date; (viii) on the Effective Date, all Advisor Fees shall have been paid in accordance with the terms of their respective engagement letters with Concordia; provided that the Advisors shall have provided Concordia with invoices for all such fees and expenses incurred up to the date that is five (5) Business Days prior to the Effective Date, and shall have also provided Concordia with a reasonable estimate of all such fees and expenses to be incurred by the Advisors in the period from that date to the Effective Date; (ix) the Support Agreement shall remain in full force and effect and shall not have been terminated with respect to all parties thereto; (x) Concordia shall have delivered to the Advisors a duly executed signature page to the Governance Agreement, which shall be consistent with the
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Majority Private Placement Parties means the Private Placement Parties holding, in the aggregate, more than two-thirds (66.67%) of the aggregate Private Placement Commitments under the Subscription Agreement.
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Examples of Majority Private Placement Parties in a sentence

  • Any such amendment, restatement, modification and/or supplement of Schedule “A” shall be deemed to be effective automatically upon receipt of the prior written consent of the Majority Private Placement Parties Upon an amendment, restatement, modification or supplement to Schedule “A”, Concordia shall (i) provide notice to the service list in the CBCA Proceedings of such amendment, restatement, modification and/or supplement of Schedule “A”, and (ii) file a copy thereof with the Court.

  • In connection with an approval, agreement, consent or waiver of the Majority Private Placement Parties hereunder, Concordia will solicit such approval, agreement, consent or waiver independently from each such Party or its Advisors.

  • Subject to the Plan, Concordia and the Majority Private Placement Parties may agree, acting reasonably, to extend any funding deadlines set out in this Agreement.

  • In connection with any such approval, agreement, consent, waiver, request or other action of the Majority Private Placement Parties, each such Party may, through its Advisors, confirm such approval, agreement, consent, waiver, request or other action.

  • No Party shall participate in any meeting with any Governmental Entity relating to an Antitrust Filing unless it first consults with the other Parties or their legal advisors in advance, and to the extent permitted by the applicable Governmental Entity, gives the other Parties (which, in the case of the Private Placement Parties, shall be one representative selected by the Majority Private Placement Parties) or their legal advisors the opportunity to be present thereat.

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  • This Agreement and the obligations of the Parties hereunder, may be terminated by mutual agreement between (a) Concordia and (b) the Majority Private Placement Parties.

  • Pursuant to the Plan, the Cinven Agreement shall be terminated and all rights thereunder shall be cancelled for no consideration, or the Cinven Agreement shall be otherwise treated or addressed in a manner acceptable to Concordia and the Majority Private Placement Parties.

  • The Concordia Parties will consult in good faith with the Majority Private Placement Parties on the implementation of revised policies and procedures pending as of the date of this Agreement.


More Definitions of Majority Private Placement Parties

Majority Private Placement Parties each as defined herein, respectively;
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Majority Private Placement Parties. Section 8(a) “Material Permits” Section 5(t) “Non-Funding Private Placement Party” Section 11(b) “Non-Investing Private Placement Party” Section 10(b) “Objecting Private Placement Party” Section 8(b) “Party” or “Parties” Page 1 (4th paragraph) “Permitted Transferee” Section 1(g) “Plan” Page 1 (2nd paragraph) “Private Placement” Page 1 (2nd paragraph) “Private Placement Commitment Consideration”
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Majority Private Placement Parties means, at the relevant time, Remaining Private Placement Parties holding in the aggregate more than two-thirds (662/3%) of the aggregate Private Placement Commitments of all Remaining Private Placement Parties under the Subscription Agreement; “Majority Initial Consenting Debtholders” means, collectively, (i) the Majority Initial Consenting Secured Debtholders and (ii) the Majority Initial Consenting Unsecured Debtholders; “Majority Initial Consenting Secured Debtholders” means, collectively, Initial Consenting Secured Debtholders holding in aggregate more than half (50%) of the aggregate principal amount of Secured Debt held by all Initial Consenting Secured Debtholders, at the applicable time; “Majority Initial Consenting Unsecured Debtholders” means, collectively, Initial Consenting Unsecured Debtholders holding in aggregate more than half (50%) of the aggregate principal amount of Unsecured Debt held by all Initial Consenting Unsecured Debtholders, at the applicable time; “Management Incentive Plan” means a new management incentive plan for Concordia, acceptable to Concordia and the Majority Initial Consenting Debtholders, which management incentive plan shall provide for the granting of various types of equity awards, including stock options, share appreciation rights, restricted shares, restricted share units, deferred share units and other share-based awards as determined by the board of directors of reorganized Concordia (or the applicable compensation committee) following the Effective Date, and which management incentive plan shall provide for the issuance of Common Shares comprising an aggregate amount not exceeding 7.5% of the outstanding Common Shares of Concordia immediately following the completion of the transactions set forth in Section 5.3; “Meetings” means, collectively, (i) the Secured Debtholders’ Meeting, (ii) the Unsecured Debtholders’ Meeting and (iii) the Shareholders’ Meeting; “New Common Shares” means, collectively, the Unsecured Debt Exchange Shares, the Reallocated Unsecured Shares, the Unsecured Debtholder Early Consent Shares and the Funding Private Placement Party Shares; “New Senior Secured Debt” means, collectively, the New Senior Secured Term Loans and the New Senior Secured Notes; “New Senior Secured Debt Aggregate Principal Amount” means an amount equal to (i) (a) 93.3835% of the aggregate principal amount of the Secured Debtholder Claims held by the Early Consenting Secured Debtholders, less (b) the portion of the Secu...
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Related to Majority Private Placement Parties

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • First Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2a Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2a Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-2b Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2b Notes to zero; (iv) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (v) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Second Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date), over (ii) the Adjusted Pool Balance for such Payment Date minus (b) the First Priority Principal Distribution Amount for such Payment Date; provided, however, that the Second Priority Principal Distribution Amount on the Class B Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • First Priority Principal Payment means, for a Payment Date, the greater of:

  • Second Priority Principal Payment means, for a Payment Date, the greater of:

  • Positive placement means that the graduate is employed full or part-time in the profession or in a related field; or continuing his/her education; or serving in the military. A related field is one in which the individual is using cognitive, psychomotor, and affective competencies acquired in the educational program.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Third Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • Required Purchasers means the Purchasers holding a majority of the Registrable Securities.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.

  • Second Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes and the Class B Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.