PITV Investor Group definition

PITV Investor Group means (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided, however, that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
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PITV Investor Group means (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided, however, that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where these By-laws provide for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
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PITV Investor Group shall have the meaning given to such term in the Principal Investor Agreement.
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Examples of PITV Investor Group in a sentence

  • For the avoidance of doubt, in the event of any proposed Sale to which this Section 4.6 applies, the Televisa Investors shall have the rights to exercise their respective rights of first offer under this Section 4.6 only to the extent set forth below, including Section 4.6.2(a) and Section 4.6.6(c)) (each such PITV Investor Group, a “First Offer Holder”), prior to any such proposed Transfer.

  • The Company will cause the boards of directors of BMPH and Univision to consist at all times of the same members as the Board of the Company at such time; provided, that a PITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have a different person serve as a director of BMPH and/or Univision than such PITV Investor Group elected to the Board.

  • Each of BMPH and Univision shall, and the Company shall cause the board of directors of each of BMPH and Univision to, maintain at all times such committees as the Company at such time, with the same member composition; provided, that a PITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have a different person serve on a committee of BMPH or Univision than serves on the corresponding committee for the Company.

  • Subject to Section 4.4, the Company will furnish each PITV Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as well as any proposed material modifications to such budget or notice of any proposed action that is or would be reasonably likely to result in material variance therefrom.

  • To the extent any Stockholder or Permitted Transferee shall Transfer any Shares pursuant to Section 3.1.1 or 3.1.5, such Stockholder or Permitted Transferee shall, within five (5) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each PITV Investor Group; provided, however, that such notice shall be provided to only the Company if prior notice of such transaction was previously provided to each PITV Investor Group in accordance with Section 3.2 or 3.3.

  • If any PITV Investor Group does not have a representative on any of the committees listed in this Section 2.6 but is entitled to Board representation at such time, such PITV Investor Group shall have the right to designate an observer to attend the meetings of such committee, to the extent permitted by applicable Laws.

  • If the number of directors that any PITV Investor Group has the right to designate under the Principal Investor Agreement decreases at any time, such PITV Investor Group shall cause to resign such number of directors designated by it as are necessary to comply with such reduced rights.

  • In the event that any PITV Investor Group (including any Non Voting Principal Investor Group) does not designate a Director to a committee pursuant to clause (ii) or clause (b) above, such PITV Investor Group shall have the right to designate an individual to observe the meetings of such committee to the extent permitted by applicable Laws, which individual shall receive the same notice of meetings and information that is received by members of such committee.

  • In the event that any PITV Investor Group does not designate a director to a committee pursuant to clause (ii) above, such PITV Investor Group shall have the right to designate an individual to observe the meetings of such committee, which individual shall receive the same notice of meetings and information that is received by members of such committee.

  • If at any time any director ceases to serve on the Board (whether due to resignation, removal or otherwise), the PITV Investor Group that designated or nominated such director pursuant to Sections 2.5.1, 2.5.2 or 2.5.3 shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Sections 2.5.1, 2.5.2 or 2.5.3 above, as applicable.

Related to PITV Investor Group

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • CD&R Investors collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Permitted Holders means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Exempt Investor means any of the following Irish Residents: (i) the Administrator, for so

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Sponsor Shares shall have the meaning given in the Recitals hereto.

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Carlyle means Carlyle Investment Management, LLC.