Sponsor Shareholders definition

Sponsor Shareholders means BC European Capital VIII – 1 to 12 and 14 to 39, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., BC European Capital – Intelsat Co-Investment, BC European Capital – Intelsat Co-Investment 1 and BC European Capital – Intelsat Syndication L.P., provided that, if any of the foregoing sell or otherwise transfer any part of its interest prior to the earlier of a Measuring Trigger or the Public Date, the acquirer of such interest shall be considered a Sponsor Shareholder to the extent of such acquired interest, but such acquisition shall not change the value of the Investment. The undersigned purchased [ ] Class B shares, par value U.S. $.001 per share (the “Class B Shares”), of Intelsat Global, Ltd. (formerly known as Xxxxxxxx Holdings Limited and referred to herein as the “Company”) pursuant to a Class B Restricted Share Agreement (the “Class B Restricted Share Agreement”), each dated as of [ ], 2009 (the “Grant Date”) and each between the Company and the undersigned. Under certain circumstances, the Company has the right to repurchase the Class B Shares from the undersigned (or from the holder of the Class B Shares, if different from the undersigned) upon the occurrence of certain events as described in the Class B Restricted Share Agreement. Hence, the Class B Shares are subject to a substantial risk of forfeiture and are nontransferable to other than family members (within the meaning of Treasury Regulation §1.83-3(d)). The undersigned desires to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code”) to have the Class B Shares taxed at the time the undersigned purchased the Class B Shares. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Class B Shares, to report as taxable income for the undersigned’s taxable year ended December 31, 2009 the excess (if any) of the Class B Shares’ fair market value on [ ], 2009, over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e): 1. The name, address and social security number of the undersigned: Social Security Number: 2. A description of the property with respect to which the election is being made: [ ] Class B common shares, par value U.S. $.001 per share, of Intelsat Global, Ltd.. 3. The date on which the property was transferred: [ ], 2009. The taxable year for which such ele...

Sponsor Shareholders means BC European Capital VIII – 1 to 12 and 14 to 39, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., BC European Capital – Intelsat Co-Investment, BC European Capital – Intelsat Co-Investment 1 and BC European Capital – Intelsat Syndication L.P., provided that, if any of the foregoing sell or otherwise transfer any part of its interest prior to the earlier of a Measuring Trigger or the Public Date, the acquirer of such interest shall be considered a Sponsor Shareholder to the extent of such acquired interest, but such acquisition shall not change the value of the Investment.

Sponsor Shareholders means Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P. and Blackstone Family Investment Partnership VI-ESC L.P.

Examples of Sponsor Shareholders in a sentence

• Except as otherwise provided by the Sponsor, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

• Except as otherwise provided by the Sponsor Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

• Subject to Sections 5(b) and 7 of the Agreement and the Employee remaining continuously employed in active service by the Employer from the Grant Date through the date of such Measuring Trigger, the Performance Exit Option shall be eligible to vest upon the first Measuring Trigger to occur following the Grant Date if the Sponsor Shareholders shall have received Proceeds upon the first Measuring Trigger equal to a certain multiple of the Investment as explained in the next paragraph.

• Whenever the Sponsor Shareholder Group is permitted or required to exercise any right (including any right to consent or object to any action) or take any action under this Agreement, any instrument in writing, executed by Sponsor Shareholders beneficially owning at least seventy-five percent (75%) of the Company Shares beneficially owned by the Sponsor Shareholder Group, shall constitute the valid exercise of such right or taking of such action by the Sponsor Shareholder Group.

• Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Company, the Sponsor Shareholders and their respective heirs, legal representatives, executors, administrators, successors and permitted assigns.

More Definitions of Sponsor Shareholders

Sponsor Shareholders shall have the meaning set forth in the Preamble.

Sponsor Shareholders means the entities set forth on Schedule I hereto and any of their respective Affiliates or employees and any of their respective Permitted Transferees (in each case, who own, from time to time, Ordinary Shares).

Sponsor Shareholders means the Goldman Shareholders and the KKR Shareholders.

Sponsor Shareholders means holders of Sponsor Shares, including each of the Sponsor Entities and holders of Sponsor Shares following a Permitted Transfer;

Sponsor Shareholders shall have the meaning set forth in the preamble to this Agreement.

Sponsor Shareholders means (i) the Initial Shareholder and (ii) the Sponsors.

Sponsor Shareholders means those certain shareholders listed on S chedule I hereto.