Sponsor Inflows definition

Sponsor Inflows means, without duplication, as of any measurement date, all cash payments (excluding management fees and expense reimbursements) received by the Sponsors with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are received from the Company or any third party) from the Effective Date through such measurement date. If such measurement date is the date of consummation of a Change in Control, any equity securities (including securities which are convertible into equity securities) held by the Sponsors and not transferred in such Change in Control will be deemed to have been sold on such measurement date for the price per share for such equity securities implied by the Change in Control. After consummation of an Initial Public Offering, if the measurement date is not the date of a consummation of a Change in Control, any equity securities (including securities which are convertible into equity securities) held by the Sponsors will be deemed to have been sold for a price per share equal to the weighted average (by dollar volume) of the closing trading price for each of the 90 consecutive trading days ending on such measurement date, and for purposes of calculating the Sponsor IRR such sale will be deemed to occur on the first day of such 90 trading day period.
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Sponsor Inflows means, without duplication, as of any measurement date, all cash payments (excluding fees and expense reimbursements) received by the Sponsors (either directly or indirectly through Luxco) with respect to or in exchange for securities of the Company (whether such payments are received from the Company or any third party) from the issuance date of such securities through such measurement date. If such measurement date is the date of consummation of a Change in Control, any securities held by the Sponsors and not transferred in such Change in Control will be deemed to have been sold on such measurement date for the price per security for such securities implied by the Change in Control. If such measurement date is the date of consummation of the Initial Public Offering, any Ordinary Shares held by the Sponsors will be deemed to have been sold on such measurement date for the Adjusted IPO Price.
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Sponsor Inflows means, as of any date, without duplication, the aggregate of all cash, cash equivalents, Readily Marketable Securities and Deemed Inflows received by the Sponsors (and their Affiliates) from the Merger Closing Date to (and including) such date with respect to their ownership of securities of Parent, including any proceeds (so long as such proceeds constitute cash, cash equivalents, Readily Marketable Securities or Deemed Inflows) from the sale of securities of Parent by the Sponsors, whether by way of merger, stock sale or otherwise, and from cash dividends and other cash distributions made by Parent with respect to securities of Parent, but excluding (i) customary Directors’ fees and expense reimbursements, (ii) management, transaction or consulting fees approved by the Board and (iii) any consideration received from a Sponsor (or any of its Affiliates) from the other Sponsor (or any of its Affiliates). For avoidance of doubt, in each case Sponsor Inflows will be determined on a net basis, after giving effect to any vesting of Performance Vesting Options that may result from receipt of such Sponsor Inflows, which may require an iterative calculation.
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Examples of Sponsor Inflows in a sentence

  • The Tranche II Options will performance vest upon the earlier to occur of a Change in Control or an Initial Public Offering in which the Sponsor Inflows prior to and in connection with such Change in Control or Initial Public Offering are at least two (2) times the Sponsor Outflows prior to such Change in Control or Initial Public Offering.

  • Subject to Section 6.1(b), the Tranche III Options will performance vest on the first measurement date on or after a Liquidity Event where the Sponsor Inflows through such measurement date are at least one and one-half (1.5) times the Sponsor Outflows through such measurement date.

  • The Tranche III Options will performance vest upon the earlier to occur of a Change in Control or an Initial Public Offering in which the Sponsor Inflows prior to and in connection with such Change in Control or Initial Public Offering are at least two and one-half (2.5) times the Sponsor Outflows prior to such Change in Control or Initial Public Offering.


More Definitions of Sponsor Inflows

Sponsor Inflows means, without duplication, as of any Measurement Date, all cash (including cash dividends, cash distributions and cash proceeds, but excluding management fees, transaction-related fees and expense reimbursements) received (on a cumulative basis) by the Sponsor Entities with respect to or in exchange for the Common Stock of the Company (whether such payments are received from the Company or any third party) from the Effective Date through such Measurement Date. Notwithstanding the foregoing, on the Exit Date, the Sponsor Inflows shall be deemed to include the aggregate Fair Market Value of the remaining the Common Stock of the Company held by the Sponsor Entities on such date.
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Sponsor Inflows means, without duplication, as of any Measurement Date, all cash (including cash dividends, cash distributions and cash proceeds, but excluding management fees, transaction-related fees and expense reimbursements) received (on a cumulative basis) by the Sponsor Entities with respect to or in exchange for the Common Stock of the Company (whether such payments are received from the Company or any third party) from the Effective Date through such Measurement Date. Notwithstanding the foregoing, on the Exit Date, the
Sample 1
Sponsor Inflows means, without duplication, as of any Measurement Date, all cash (including cash dividends, cash distributions and cash proceeds, but excluding management fees, transaction related fees, Sales Costs and expense reimbursements) received (on a cumulative basis) by the Sponsor, net of Sales Costs, with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are received from the Company or any third party) from the Effective Date through such Measurement Date. For the sake of clarity, Sponsor Inflows shall be determined after giving effect to Awards exercised, settled, or vested in connection with the applicable event triggering the Measurement Date.
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Sponsor Inflows means, without duplication, as of the date of consummation of a Change of Control, all cash (excluding management fees and expense reimbursements and similar payments and amounts payable in respect of indebtedness) received by the MCP Investors with respect to or in exchange for Equity Securities (whether such payments are received from the Company or any third party) from the Effective Date (as defined in the Plan) through the date of consummation of such Change of Control. Notwithstanding the foregoing, if Equity Securities are converted into equity securities of another Person (including pursuant to any merger, recapitalization, reorganization or other similar transaction), such other equity securities shall not be treated as Sponsor Inflows and shall be treated as Equity Securities for all purposes of the definition of “Sponsor Inflows.”
Sample 1
Sponsor Inflows means, without duplication, as of any Measurement Date, all cash (including cash dividends, cash distributions, cash proceeds, management fees and transaction-related fees, but excluding expense reimbursements) received and retained (on a cumulative basis) by the Sponsors with respect to or in exchange for equity securities of the Partnership (whether such payments are received from the Partnership or any third party) from the Effective Date through such Measurement Date.
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Related to Sponsor Inflows

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

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

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

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).

  • Controlled Investment Affiliate means, as to any Person, any other Person, other than any Sponsor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other companies.

  • Permitted Holders means any or all of the following:

  • Non-Performing Mezzanine Investments means Mezzanine Investments other than Performing Mezzanine Investments.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Non-Lead Securitization Subordinate Class Representative means the holders of the majority of the class of securities issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.

  • Investor Percentage means for any Monthly Period, (a) with respect to Finance Charge Receivables and Default Amounts at any time and Principal Receivables during the Revolving Period, the Floating Investor Percentage and (b) with respect to Principal Receivables during the Controlled Accumulation Period or the Rapid Amortization Period, the Fixed Investor Percentage.

  • Non-Lead Securitization Date means the closing date of any Non-Lead Securitization.

  • Market Monitoring Unit means the consulting or other professional services firm, or other similar entity, retained by the Board, as specified in Section 30.4.2 of Attachment O, that is responsible for carrying out the Core Market Monitoring Functions and the other functions that are assigned to it in Attachment O. The Market Monitoring Unit shall recommend Tariff and market rule changes, but shall not participate in the administration of the ISO’s Tariffs, except as specifically authorized in Attachment O.

  • Sponsor Entities means (i) WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WildHorse Investment Holdings, LLC, Esquisto Investment Holdings, LLC, NGP IX Holdings, L.P., NGP X US Holdings, L.P., NGP XI Holdings, L.P., and CP VI Eagle Holdings, L.P. and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity, in each case, which owns or owned a direct or indirect interest in the Company; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Non-Lead Securitization Determination Date means the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing Agreement.

  • Portfolio means all policies of the same terms and conditions and the benefit schedule as certified by the Government as a Certified Plan under VHIS.

  • Non-Performing High Yield Securities means High Yield Securities other than Performing High Yield Securities.

  • Non-Lead Securitization means any Securitization of a Note in a Securitization Trust other than the Lead Securitization.

  • Common Equity Tier 1 Capital means common equity tier 1 capital (or any equivalent or successor term) of, as the case may be, the Issuer or the Group, in each case as calculated by the Issuer in accordance with CRD IV requirements and any applicable transitional arrangements under CRD IV;

  • Individual Resource Status Single Dwelling Contributing Total: 1

  • Pro Rata and Pari Passu Basis means with respect to the Notes and the Note Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.

  • Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Standard Investment Period means the period beginning with the first day of any purchase or acquisition of Economic Development Property and ending five (5) years after the Commencement Date.