PropCo VICI Properties L.P., a Delaware limited partnership.
OpCo has the meaning set forth in the Preamble.
Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.
Continuing Member means a member of the Board of Directors of the Company who either (a) was a member of the Company's Board of Directors on the Effective Date and has been such continuously thereafter or (b) became a member of such Board of Directors after the Effective Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Company's Board of Directors.
Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).
Mid-Span Meet means an Interconnection between two (2) networks, designated by two (2) Telecommunications Carriers, whereby each provides its own cable and equipment up to the Meet Point of the cable facilities. “Mid-Span Meet POI” A Mid-Span Meet POI is a negotiated Point of Interface, limited to the Interconnection of facilities between the CenturyLink Serving Wire Center location and the location of the CLEC switch or other equipment located within the area served by the CenturyLink Serving Wire Center.
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
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:
Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.
New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.
Additional Members means those Members, if any, admitted to the Company after the Effective Date.
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.
Merit Increase means an increase in the rate of pay of an employee within the employee’s pay range which may be granted in recognition of satisfactory service on the employee’s anniversary date.
Additional Member has the meaning set forth in Section 12.02.
Original member of this retirement system means:
Traditional member of the National Guard or federal reserves means an active member of the Selected Reserve subject to mobilization and deployment for which he or she attends monthly and annual training periods.
New Holdings shall have the meaning provided in the definition of the term “Holdings”.
Incremental Commitment means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Loan.
Mid-Span Fiber Meet An Interconnection architecture whereby two carriers’ fiber transmission facilities meet at a mutually agreed upon point for the mutual exchange of traffic, subject to the trunking requirements and other terms and provisions of this Agreement. The “point” of Interconnection for purposes of 47 U.S.C §§251(c)(2) and 251(c)(3) remains on CenturyLink’s network and is limited to the Interconnection of facilities between the CenturyLink Serving Wire Center and the location of the CLEC switch or other equipment located within the area served by the CenturyLink Serving Wire Center. Minutes of Use: Shall be abbreviated as MOU. Multiple Exchange Carrier Access Billing (MECAB): The document prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The currently effective version of the MECAB document, published by ATIS (0401004-00XX), contains the recommended guidelines for the billing of an Access Service provided by two or more LECs, or by one LEC in two or more states within a single LATA. Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry Support Interface (MECOD): A document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The currently effective version of the MECOD document, published by ATIS (0404120-00XX), establishes methods for processing orders for Access Service that is to be provided by two or more LECs. National Emergency Number Association (NENA): A not-for-profit corporation established in 1982 to further the goal of “One Nation-One Number” for emergency calls. NENA is a networking source and promotes research, planning, and training. NENA strives to educate, set standards and provide certification programs, legislative representation and technical assistance for implementing and managing 911 systems.
Incremental Commitment Agreement means each Incremental Commitment Agreement in substantially the form of Exhibit F (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.14.
Incremental Commitments has the meaning set forth in Section 2.14(a).
member of staff means a person appointed to or holding a paid office or employment under the authority; and
Co-opted Member means a person who is not a member of the authority but who-
Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.
Class B Member means a Member holding one or more Class B Ordinary Shares.
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.