Sale of Holdings LLC definition

Sale of Holdings LLC means either (i) the sale, lease, license, transfer, conveyance or other disposition, directly or indirectly, in one transaction or a series of related transactions, of all or substantially all of the assets of Holdings LLC and its Subsidiaries, taken as a whole, or the capital stock of its Subsidiaries, taken as a whole or (ii) a transaction or a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities by the Holders of securities of Holdings LLC) the result of which is that a Change in Control occurs.
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Sale of Holdings LLC means either (i) the sale, lease, license, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of a majority of the assets of Holdings LLC and its Subsidiaries, taken as a whole, or (ii) a transaction or a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities by the Holders of securities of Holdings LLC) the result of which is that the New Investors and the initial Lion Investors and the Investor Affiliated Persons are (after giving effect to such transaction or series of related transactions) no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than
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Sale of Holdings LLC means either (i) the sale, lease, license, transfer, conveyance or other disposition (other than the pledge and/or assignment of such interest in connection with financing provided to the Company or any of its Affiliates), in one transaction or a series of related transactions, of all or substantially all of the assets of Holdings LLC, or (ii) a transaction or series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities by the holders of securities of Holdings LLC) the result of which is that the Unitholders immediately prior to such transaction are (after giving effect to such transaction) no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding voting securities of Holdings LLC, and the Summit Investors and the KRG Investors, in the aggregate, are no longer entitled to appoint a majority of the Managers to the Board. Notwithstanding the foregoing, (a) no such transaction or series of related transactions (including by way of merger, consolidation, recapitalization, reorganization, sale of units or otherwise) in connection with a Public Offering of Holdings LLC shall be deemed a Sale of Holdings LLC and (b) a Sale of Holdings LLC shall not include any such transaction effected by the issuance of voting securities by Holdings LLC, unless in connection with such issuance Holdings LLC either (x) redeems securities of Holdings LLC outstanding immediately prior to such issuance having a redemption price of more than 50% of the Holdings Total Equity Value immediately prior to such issuance or (y) makes a distribution upon the securities of Holdings LLC outstanding immediately prior to such issuance in an amount equal to more than 50% of the Holdings Total Equity Value immediately prior to such issuance payable otherwise than in cash out of earnings or earned surplus and other than a dividend payable solely in equity securities of Holdings LLC.
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Examples of Sale of Holdings LLC in a sentence

  • In the event of the proposed dissolution or liquidation of the Company other than in connection with a Sale of Holdings LLC, Sale of the Company or Corporate Conversion, each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board.

  • If an Award is not assumed, converted or substituted in connection with a Sale of Holdings LLC or Sale of the Company and the exercise price of such Award exceeds the Fair Market Value of an underlying Unit immediately prior to the consummation of such transaction, such Award may be cancelled without any consideration to the Participant.

  • If the dissolution and liquidation (or deemed dissolution and liquidation) of Holdings LLC or its Subsidiaries occurs in connection with a Sale of Holdings LLC or any of its Subsidiaries, the Fair Market Value of each applicable Equity Security shall equal the value implied by such transaction.

  • If the dissolution and liquidation (or deemed dissolution and liquidation) of Holdings LLC occurs in connection with a Sale of Holdings LLC, the Fair Market Value of each equity security of Holdings LLC shall equal the value implied by such transaction.

  • The Unitholders acknowledge and agree that the purpose of the foregoing provision is to permit the owners of the Blocker Corps to participate in a Sale of Holdings LLC in a tax efficient manner notwithstanding that their investment in Holdings LLC has been made indirectly through blocker corporations for tax purposes, and that such provision shall be interpreted and implemented in such a manner so as to effectuate such purpose as directed by the Majority Summit Investors.

  • The Option shall vest (become non-forfeitable) in accordance with the schedule shown on the cover page of this Award Certificate (on an annual cliff basis with no proration); provided, however, that the Option shall become fully vested and exercisable upon (i) the Sale of Holdings LLC or (ii) the Sale of the Company.

  • Unless otherwise provided by the Board in its discretion, any unexercised Option will lapse and be forfeited upon consummation of any of the following, if not exercised in connection therewith: (i) the dissolution of the Company, (ii) the Sale of Holdings LLC and (iii) the Sale of the Company.


More Definitions of Sale of Holdings LLC

Sale of Holdings LLC means either (i) the sale, lease, license, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of Holdings LLC and its Subsidiaries, taken as a whole, or (ii) a transaction or a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of Equity Securities of Holdings LLC by the holders thereof but not including Transfers to Permitted Transferees), the result of which is that the Unitholders immediately prior to the Sale of Holdings LLC (after giving effect to such transaction or series of related transactions) are no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of both (A) the voting power of the outstanding Equity Securities of Holdings LLC and (B) Holdings Total Equity Value.
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Related to Sale of Holdings LLC

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • agricultural holding means a portion of land not less than 0.8 hectares in extent used solely or mainly for the purpose of agriculture, horticulture or for breeding or keeping domesticated animals, poultry or bees;

  • LLC means Limited Liability Company.

  • THCA or "Δ9-THCA" means the acid form of THC.

  • Sales finance company means that term as defined in section 2 of the motor vehicle sales finance act, MCL 492.102.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Holdco has the meaning set forth in the Preamble.

  • Asset management means a systematic process of operating and maintaining the state system of

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • Holdings as defined in the preamble hereto.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Institutional Holder An insurance company whose long-term debt is rated at least A- (or equivalent rating) by a Rating Agency, or an equivalent rating from any other nationally recognized statistical rating organization.

  • GP LLC means Plains All American GP LLC, a Delaware limited liability company.

  • Limited Liability Company Agreement means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.