Principal Investor Group means, with respect to any Principal Investor, such Principal Investor and its Affiliates.
Principal Investor Group means any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.
Principal Investor Group. “Principal Investor Group” means any one of (i) the JPMP Investors, collectively, (ii) the Apollo Investors, collectively, (iii) the Carlyle Investors, collectively, and (iv) the Bain Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time as such Principal Investor Group ceases to hold Investor Shares representing at least 25% of the Initial Investor Shares held by such Principal Investor Group.
Examples of Principal Investor Group in a sentence
As used in this Agreement, the term “Affiliate Tag-Along Assignor” with respect to any Stockholder shall mean an Affiliate of such Stockholder or, in the case of any member of a Principal Investor Group, any other member of such Principal Investor Group that, in each case, shall have waived, by means of written notice to the Company and the Transferring Stockholder, its tag-along rights pursuant to this Section 3.3 with respect to the applicable Transfer in favor of such Stockholder.
Neither this Agreement nor any right or obligation arising under this Agreement may be assigned by any party without the prior written consent of the other parties, provided that any Principal Investor may assign all or a portion of its rights (but not its obligations) hereunder to any member of its Principal Investor Group that is or becomes a Stockholder.
If to a SCG Investor or to the SCG Principal Investor Group, to it: c/o Saban Capital Group 00000 Xxxxx Xxxxxx Xxxxxxxxx Los Angeles, California 90067 Facsimile No.: (000) 000-0000 Attention: Xxxx Xxxxxxxx with a copy (which shall not constitute notice) to: 00000 Xxxxx Xxxxxx Xxxxxxxxx Suite 2600 Los Angeles, California 90067 Facsimile No.: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq.
If and for so long as any Stockholder that is a Principal Investor or is otherwise a member of a Principal Investor Group is, together with the other members of its Principal Investor Group and such Principal Investor Group’s Permitted Transferees, the holder of an aggregate amount of Shares that have an aggregate Fair Market Value in excess of $50 million, each such Stockholder shall be entitled to appoint one person as an observer (a “Board Observer”) to the Board.
A Principal Investor may enter into any stockholder agreement or arrangements with a member of its Principal Investor Group.
More Definitions of Principal Investor Group
Principal Investor Group shall have the meaning given to such term in the Principal Investor Agreement.
Principal Investor Group means any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment of at least the Minimum Total Combined Investment (excluding, in each case, Shares held by Co-Investment Vehicles that constitute part of such Principal Investor Group); provided, further, that no adjustment or modification to the term “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, except as otherwise specifically set forth herein.
Principal Investor Group means any one of (a) the THL Investors, collectively, (b) the Bain Investors, collectively and (c) the Providence Investors, collectively; provided, however, that any such Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Investor Group ceases to hold the greater of (i) at least 3,871,617 shares (as such threshold may be adjusted from time to time pursuant to the following sentence) of adjusted Common Stock (appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like involving the Common Stock) or (ii) at least 1,935,809 shares of Common Stock (appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like involving the Common Stock). The threshold amount for adjusted Common Stock set forth above shall automatically be proportionately reduced effective immediately prior to any Proportionate Reduction Event; provided that no adjustment pursuant to the foregoing shall cause any former Principal Investor Group to again become a Principal Investor Group
Principal Investor Group means any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
Principal Investor Group means any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Televisa Closing (as defined in the Stockholders Agreement), and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment of at least the Minimum Total Combined Investment; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders Agreement; provided, further, that no adjustment or modification to the term “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group.
Principal Investor Group means any one of (a) the Blackstone Investors, collectively, (b) the Carlyle Investors, collectively, (c) the Permira Investors, collectively, and (d) the TPG Investors, collectively. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Blackstone Investors, the Majority Carlyle Investors, the Majority Permira Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.
Principal Investor Group means any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Televisa Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment of at least the Minimum Total Combined Investment; provided, further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8; provided, further, that no adjustment or modification to the term “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.