Selling Sponsors definition

Selling Sponsors has the meaning ascribed to such term in Section 2(a)(i).
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Selling Sponsors has the meaning set forth in Section 5.3(a) .
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Examples of Selling Sponsors in a sentence

  • It is understood and agreed that the Selling Sponsors may exercise more than one Drag Along Option.

  • Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer.

  • For the avoidance of doubt, (A) if only one Sponsor desires to effect a sale or Transfer of its Caesars Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer and (B) the Management Stockholders acknowledge and agree that the Selling Sponsors may be required to similarly offer tag-along rights to Caesars Stockholders pursuant to the Caesars Stockholders’ Agreement and/or the Caesars MIRA.

  • Upon such failure, the Selling Sponsors shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Shares for the purposes of taking the actions required by Section 4.05(c)(i) (such Selling Stockholder, a “Drag-Along Proxy Holder”).

  • For the sake of clarity in the event of a sale pursuant to this Section 4.03, each Shareholder (other than the Sponsors) acknowledges and agrees that in its capacity as a Tagging Shareholder, it shall not be entitled to any non-economic rights or benefits granted to the Selling Sponsor(s).

  • Following such eight-Business Day period, each Tagging Shareholder that has delivered a Tag-Along Participation Notice shall be entitled to sell to the proposed purchaser(s) on the terms and conditions set forth in the Tag Notice, concurrently with the Selling Sponsor(s) and other Tagging Shareholders electing to participate in such Tag-Along Sale.

  • The Prospective Selling Sponsors shall deliver a written notice (the “Tag-Along Notice”) to each other holder of Shares (each, a “Tag-Along Holder”) at least fifteen (15) business days prior to such proposed Transfer.

  • Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer, (D) the date of the proposed Transfer and (E) the proposed exchange ratio contemplated by Section 2(i).

  • It is understood and agreed that the Selling Sponsors may exercise more than one Caesars Drag Along Option.

  • All determinations as to whether to complete any Tag-Along Sale and, subject to Section 4.03(b) and the first sentence of this paragraph, as to the timing, manner, price and other terms of any such Tag-Along Sale shall be at the sole discretion of the Selling Sponsor(s).

Related to Selling Sponsors

  • UK Retail Investor means a person who is one (or more) of the following:

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

  • Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Sponsors means (1) one or more investment funds controlled by Apollo Management, L.P. and its Affiliates (collectively, the “Apollo Sponsors”) and (2) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsors, provided that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of the Company.

  • Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Selling Stockholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Project Sponsor and “Sponsor” means an Applicant/Co-Applicants who receives a Carryover Allocation of Tax Credits and any other person who acquires an ownership interest in any owner of a project which has received a Carryover Allocation of Tax Credits from the Division.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e)(iii).

  • retail investor means an investor who is not a professional investor;

  • Sales Agent means an authorized representative of the Company; and

  • Selling Shareholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Benefit Plan Investor means an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code or an entity whose underlying assets include plan assets of any of the foregoing.

  • Management Investors means the officers, directors and employees of Holdings, the Borrower and the Subsidiaries who become investors in Holdings or any of its Parent Entities or in the Borrower.

  • Warburg Pincus CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus".

  • Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

  • Representative of a prospective contractor means an officer or director of a corporation, a member or manager of a limited liability corporation, a partner of a partnership or a trustee of a trust of the prospective contractor.

  • Non-Participating Certified Nurse Practitioner means a Certified Nurse Practitioner who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Selling Retailer The entity selling the Covered Product and this Agreement.

  • NIM Securities As defined in the tenth Recital to this Agreement.