Master Holdco definition

Master Holdco has the meaning set forth in the recitals to this Participation Agreement.
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Examples of Master Holdco in a sentence

  • This Section 4.3 shall terminate and be superseded at the Document Closing by the confidentiality provisions of the Master Holdco LLC Agreement.

  • For tax reporting purposes, to the maximum extent permitted by the Code, each Party shall treat all amounts paid under any of the provisions of this Article 6 as an adjustment to the purchase price for interest in Master Holdco transferred pursuant to this Participation Agreement (or otherwise as a non-taxable reimbursement, contribution or return of capital under the Master Holdco LLC Agreement, as the case may be).

  • The NRG Closing Date Interest, the Google Closing Date Interest, and all Equity Interests to be issued by Master Holdco at the Document Closing will, when issued, constitute a limited liability company interest in Master Holdco, free and clear of any Liens except for obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement.

  • As of the Effective Date and through the period ending immediately prior to the Document Closing, (i) Sponsor Investor will own 100% of the issued and outstanding Equity Interests of Master Holdco, (ii) Master Holdco will own 100% of the issued and outstanding Equity Interests of Project Holdco, and (iii) Project Holdco will own 100% of the issued and outstanding Equity Interests of the Project Company.

  • On the Document Closing Date, Sponsor Investor shall cause Master Holdco to issue certificates evidencing the interests set forth in this Section 2.1(c)(iii) pursuant to Section 2.2(b) of the Master Holdco LLC Agreement.

  • This Agreement shall inure to the benefit of the parties hereto and, with respect to Section 1.2 and 3.9, to Master Holdco and its affiliates, successors and predecessors, and their officers, directors and equity holders (each of whom shall be deemed to be intended third party beneficiaries hereunder).

  • The Holder hereby agrees and consents to the Exchange and understands and acknowledges that the Restricted Shares are being issued in full settlement of all of the Holder’s rights under the LLC Agreement or under any other documents or agreements related to or in connection with the Interest or any other interest in Master Holdco or any of its affiliates, predecessors or successors.

  • The Borrower shall use its reasonable efforts to cause to be delivered to the Lender such other information as Lender may reasonably request related to the Borrower and Sponsor Member, Master Holdco, the DOE Loan Documents, or the Projects, in each case that is furnished or available to Sponsor Member as an owner of Equity Interests of Master Holdco.

  • The Borrower covenants and agrees that until the date all obligations are paid in full and the commitment has terminated, unless the Lender waives compliance, at Borrower’s own expense, the Borrower shall furnish or cause to be furnished to the Lender all the specific information provided to Sponsor Member under Sections 7.4, 7.5 and 7.6 of the Master Holdco LLC Agreement.

  • Borrower shall, and shall cause Sponsor Member to comply with each Equity Document to which it is a party and neither Borrower nor Sponsor Member shall take any action or fail to take any action that would result in a default or event of default under such Equity Document, or a reduction in Sponsor Member’s Ownership Percentage as defined in the Master Holdco LLC Agreement, except in connection with an Expected Sell-Down.

Related to Master Holdco

  • Holdco has the meaning set forth in the Preamble.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • US Holdco means, notwithstanding anything in the Indenture to the contrary, Brookfield Infrastructure US Holdings I Corporation; and

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • OpCo has the meaning set forth in the Preamble.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Topco has the meaning set forth in the Preamble.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

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

  • 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.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • DCO means a derivatives clearing organization as defined in Section 1a(15) of the CEA that is registered with, or has been exempted from registration by, the CFTC and that provides clearing services with respect to any Swaps traded on the SEF or pursuant to the SEF Rules.

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

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

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Virginia venture capital account means an investment fund that has been certified by the