Mezzanine Investor definition
Examples of Mezzanine Investor in a sentence
Xxxxxxx Facsimile: 0-000-000-0000 If to a Mezzanine Investor or any of its Permitted Transferees who are Stockholders, to the applicable address set forth in Schedule I to the Mezzanine Subscription Agreements.
For purposes of this Agreement, a “Family Member” of any GEI Party, Select Roll-Over Investor, Mezzanine Investor or Employee Holder who is an individual shall include any member of the class consisting of that individual’s spouse, descendants (including adopted children and their descendants), parent (including adoptive parent), sibling (by whole or half blood or by adoption), or the spouse of any such descendent, parent or sibling.
Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement shall be deemed delivered for all purposes if delivered to the GEI Party, Select Roll-Over Investor, Mezzanine Investor or Employee Holder who Transferred Common Stock to such Permitted Transferee.
The rights of each Offeree set forth in this Article IV are transferable to any Transferee of Securities held by any Mezzanine Investor that would also be an eligible Transferee under Section 3.1(a), to any Affiliate of any Mezzanine Investor that would also be an eligible Transferee under Section 3.1(a) and to any other Mezzanine Investor.
The Company further acknowledges that the Put Right (as defined in the Warrants) shall continue to apply to any Warrant Interests held by a Mezzanine Investor, notwithstanding a full exercise or exchange of the Warrants held by such Mezzanine Investor.
Each Roll-Over Investor and Mezzanine Investor understands that it, he or she (and not GEI or the Company) shall be responsible for their own tax liability that may arise as a result of such Roll-Over Investor’s or Mezzanine Investor’s acquisition of shares of Capital Stock or the transactions contemplated by this Agreement and the Merger Agreement.
If GEI, any Mezzanine Investor, any Select Roll-Over Investor or the Company delivers a Call Notice pursuant to the terms of this Article III, then it shall be obligated to purchase, and the relevant Employee Holder or Select Roll-Over Investor, as applicable, shall be obligated to sell, the Capital Stock described in such Call Notice at the price per share of Capital Stock determined in accordance with this Article III.
Each Roll-Over Investor and Mezzanine Investor has reviewed with his or her own tax and legal advisors the federal, state, local and foreign tax consequences of such Roll-Over Investor’s or Mezzanine Holder’s acquisition of shares of Capital Stock and the transactions of and contemplated by this Agreement and the Merger Agreement.
Each Roll-Over Investor and Mezzanine Investor understands that it may be beneficial in certain circumstances to elect to be taxed as of the date of its, his or her acquisition of shares of Capital Stock rather than when certain restrictions set forth in this Agreement lapse by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Internal Revenue Service within 30 days from the Award Date.
Each Roll-Over Investor and Mezzanine Investor is relying solely on such advisors and not on any statements of GEI, the Company or any of their respective agents with respect to such tax consequences.