New Holdings definition

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

New Holdings shall have the meaning provided in the definition of Holdings.

New Holdings means the Person that shall, immediately following the consummation of a Holdings Reorganization Transaction in accordance with the provisions of the definition thereof, hold 100% of the Capital Stock of the Borrower.

Examples of New Holdings in a sentence

• An option plan representing 10% of the fully-diluted post-closing equity of New Holdings at closing will be adopted.

• Rollover shares (other than those held by Xxxxxx Xxxxxx), vested options and shares purchased under options of each manager will be subject to a call option by New Holdings or its designee upon termination of employment of such manager (whether by resignation, dismissal or otherwise).

• If New Holdings determines to issue any securities to Apax or any of its affiliates (for the avoidance of doubt excluding equity syndication ) (the “Offered Securities”), each other stock and option holder will be given the right to purchase its pro rata portion (based on the fully diluted shares) of the Offered Securities.

• Transferability: Rollover equity and shares purchased under options will not be transferable, except: (i) for estate planning purposes to family members or estate planning vehicles, (ii) by will or the laws of descent, (iii) pursuant to a tag-along, drag-along or registered public offering, or (iv) to New Holdings or a designee of New Holdings.

• Where Apax retains any equity in New Holdings (other than following an IPO, which is treated below) or the surviving entity of such transaction, this stub equity would be treated as proceeds received by Apax in the Exit and valued as set forth below.

More Definitions of New Holdings

New Holdings as defined in the preamble hereto.

New Holdings means the Person that shall, immediately following the consummation of a Holdings Reorganization Transaction in accordance with the provisions of the definition thereof, hold 100% of the Capital Stock of the Parent Borrower.

New Holdings means a Person that shall, immediately following the consummation of a Holdings Reorganization or Replacement Transaction in accordance with the provisions of the definition thereof, directly or indirectly hold 100% of the Equity Interests of the Borrowers (and, if applicable, shall have been designated as New Holdings). For the avoidance of doubt, the designation of an existing Parent Entity of Holdings as “New Holdings” pursuant to a Holdings Reorganization or Replacement Transaction (in accordance with the provisions of the definition thereof) shall result in a “New Holdings” hereunder.

New Holdings has the meaning assigned to that term in the definition of “Specified Modernization Transaction.””;

New Holdings has the meaning assigned to it in Section 6.03(c).

New Holdings shall, at the election of the Company, mean any other Person or Persons (the “New Holdings”) that is a Subsidiary of (or are Subsidiaries of) Holdings or of any Parent Entity of MPH Acquisition Corp. 1 (or the previous New Holdings, as the case may be) (the “Previous Holdings”) but not the Company; provided that (a) such New Holdings directly or indirectly owns 100.0% of the Capital Stock of the Company, (b) the New Holdings shall expressly assume all the obligations of the Previous Holdings under this Indenture and the other Notes Documents pursuant to a supplement, (c) the New Holdings shall have delivered to the Trustee and Notes Collateral Agent an Officer’s Certificate stating that such substitution and any supplements to the Notes Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents and an Opinion of Counsel to the effect that, without limitation, such substitution does not breach or result in a default under this Indenture or any other Notes Document, (d) all Capital Stock of the Company and substantially all of the other assets of the Previous Holdings are contributed or otherwise transferred to such New Holdings and pledged to secure the Secured Notes Obligations and (e) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default or material tax liability; provided, further, that if each of the foregoing is satisfied, the Previous Holdings shall be automatically released from all its obligations under the Notes Documents and any reference to “MPH Acquisition Corp. 1” in the Notes Documents shall be meant to refer to the “New Holdings.”

New Holdings is added as a defined term to Section 1.01 of the Indenture, to read as follows: ““New Holdings” has the meaning assigned to that term in the definition of “Specified Modernization Transaction.””;