Sponsor Outflows definition

Sponsor Outflows means, without duplication, as of the applicable measurement date, all cash payments made by the Sponsors (on a cumulative basis) with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are made to the Company or any third party) from the Original Effective Date until such measurement date.
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Sponsor Outflows means, without duplication, as of any measurement date, all cash payments made (either directly or indirectly through Luxco) by the Sponsors (on a cumulative basis) with respect to or in exchange for securities of the Company (whether such payments are made to the Company or any third party).
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Sponsor Outflows means the sum of $2,142,830,088 and all payments made by the Sponsor Entities (on a cumulative basis) to purchase Common Stock of the Company (whether such payments are made to the Company or any third party) from the Effective Date until such Measurement Date.
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Examples of Sponsor Outflows in a sentence

  • For the avoidance of doubt, for purposes determining vesting pursuant to Sections 3(b) and 3(c) of this Agreement, (x) only the Sponsor Outflows in respect of Shares actually sold by the Sponsor through the date of the applicable Liquidity Event based on clause (i) of such definition shall be counted and (y) all Sponsor Outflows through the date of a Liquidity Event based on clause (ii) of such definition shall be counted.

  • 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 Outflows

Sponsor Outflows means, without duplication, the aggregate of the cash purchase price or contribution made by the Sponsors and their Affiliates (on a cumulative basis) with respect to or in exchange for all of the securities of Parent acquired by the Sponsors from the Merger Closing Date through the applicable Sale Date, but excluding any consideration paid by a Sponsor (or any of its Affiliates) to the other Sponsor (or any of its Affiliates).
Sample 1
Sponsor Outflows means, without duplication, as of any Measurement Date, all payments made by the Sponsor (on a cumulative basis) with respect to, or in exchange for, equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are made to the Company or any third party) from the Effective Date until such Measurement Date.
Sample 1
Sponsor Outflows means, without duplication, as of the date of consummation of a Change of Control, all cash payments made and the fair market value of all other property contributed by (or on behalf of) the MCP Investors (on a cumulative basis) with respect to (including any contribution to the capital of the Company or any of its Subsidiaries) or in exchange for any Equity Securities (whether such payments are made to the Company or any third party on behalf of the Company) from the Effective Date through the date of consummation of such Change of Control.
Sample 1
Sponsor Outflows means, without duplication, the sum of the Sponsor Initial Investment and the aggregate Sponsor Subsequent Investments.
Sample 1

Related to Sponsor Outflows

  • 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;

  • Sponsor Model means the Sponsor’s financial model, dated June 26, 2018, used in connection with the syndication of the Credit Facility.

  • Liquidity Event means a Change of Control or an IPO.

  • Permitted Holders means any or all of the following:

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Sponsor Affiliate means an entity that joins with the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the FILOT Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project, all as set forth in Section 5.13 hereof.

  • 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.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

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

  • Operating Revenue Cash Flows means the Company’s cash flow from ownership and/or operation of (i) Properties, (ii) Loans, (iii) Permitted Investments, (iv) short-term investments, and (v) interests in Properties, Loans and Permitted Investments owned by any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a co-venturer or partner.

  • 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%).

  • Class B Members means the Members holding Class B Units.

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

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Operating Cash Flow means the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

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

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Sponsor Support Agreement has the meaning set forth in the recitals to this Agreement.

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

  • Class A Members means those Members who have purchased Class A Interests.

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”