Windward Group definition

Windward Group means (a) Windward Capital Partners II, L.P., a Delaware limited partnership, (b) Windward Capital XX XX, LLC, a Delaware limited liability company, (c) Affiliates of the Persons referred to in clauses (a) and (b), except for purposes of determining whether any Person is an "Affiliate", clause (a) of the definition of Affiliate shall be ignored, (d) Windward/MSG Co-Invest, LLC, a Delaware limited liability company and (e) Windward/MSG Co-Invest II, LLC, a Delaware limited liability company.
Sample 1
Windward Group means Windward Capital LP II, LLC, a Delaware limited liability company, and Windward Capital Partners II, L.P., a Delaware limited partnership.
Sample 1
Windward Group means Windward, Windward/Merban, Windward/Merchant and Windward/Badger FPC, together with their Permitted Transferees (as defined in the Shareholders Agreement).
Sample 1

Examples of Windward Group in a sentence

  • Upon the appointment of a successor agent hereunder, references in this Agreement to Windward, acting in its role as agent for the Windward Group, shall, for all purposes of this Agreement, thereafter mean such successor agent.

  • If the Windward Group proposes to exercise its Compelled Sale Right, the Windward Agent shall send written notice of the exercise of its Compelled Sale Right to each of the remaining Shareholders, setting forth the consideration to be paid by the Third Party Purchaser and the other terms and conditions of such transaction (such notice, the "Compelled Sale Notice").

  • In the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to a merger, consolidation, stock swap, business combination, sale of assets or similar transaction, then the Windward Agent may, at its option, require the remaining Shareholders and their respective Permitted Transferees to vote in favor of such transaction.

  • In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Shareholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Articles and Bylaws which are reasonably requested by any underwriter retained in connection with such IPO Event.

  • In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Stockholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Certificate and By-Laws which are reasonably requested by any underwriter retained in connection with such IPO Event.

  • DataBank IMX, LLC; Delta-T Digital Archiving, Ltd and The Windward Group, LLC for the period 09/16/2016 through 09/15/2017.

  • The provisions of this Section 10.1 shall not apply to any Transfer (a) made pursuant to a public offering of Company Stock, including in connection with the exercise by any Stockholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Agent of its rights pursuant to Section 5.6 hereof, or (b) made in connection with the exercise by the Windward Group of a Compelled Sale Right.

  • If a successor agent shall not have been so appointed within said 30 Business Day period, Windward (or any duly appointed successor thereof) shall then appoint a successor who shall serve as agent on behalf of the Windward Group under this Agreement until such time, if any, as the Requisite Members appoint a successor agent as provided in this Section 12.1(e).

  • Moved by Commissioner Meyers Seconded by Commissioner PattersonDuly put and unanimously carried (5-0), it is ordered to approve Amendment No. 1 to RFP 09-023 Document Imaging Services with Windward Group to extend the contract term in an amount not to exceed$28,000.

  • None of the provisions of this Article VI shall apply to the issuance of Company Stock to any Shareholder who is a member of the Windward Group in connection with the consummation of the Share Purchase and the Merger in accordance with the provisions of Articles 1 and 2 of the Merger Agreement.


More Definitions of Windward Group

Windward Group means Windward Capital Associates, LP, Windward/Merban, LP, Windward/Merchant, LP, Windward/Badger FPC, LLC, and Windward/Kecalp FPC, LLC, together with their Permitted Transferees (as defined in the Shareholders Agreement).
Sample 1
Windward Group means Windward, Windward/Park, Windward/Merban and Windward/Merchant, together with their Permitted Transferees (as defined in the Stockholders Agreement).
Sample 1
Windward Group means Windward/Metropolitan L.L.C. and Windward/Park WACI, L.L.C. and their respective Affiliates.
Sample 1
Windward Group means (a) Windward Capital Partners II, L.P., a Delaware limited partnership, (b) Windward Capital LP II, LLC, a Delaware limited liability company, (c) Affiliates of thx Xxxsons referred to in clauses (a) and (b), (d) Windward/MSG Co-Invest, LLC, a Delaware limited liability company, and (e) Windward/MSG Co-Invest II, LLC, a Delaware limited liability company.
Sample 1
Windward Group means WINDWARD CAPITAL ASSOCIATES, L.P., a Delaware limited partnership, WINDWARD/MERCHANT, L.P., a Delaware limited partnership, WINDWARD/PARK FSI, L.L.C., a Delaware limited liability company, WINDWARD/NORTHWEST, L.P., a Delaware limited partnership and WINDWARD/MERBAN, L.P., a Delaware limited partnership.
Sample 1

Related to Windward Group

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Other Founding Companies means all of the Founding Companies other than the Company.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • MTS means the San Diego Metropolitan Transit System, a public agency created pursuant to Public Utilities Code Section 120050 et seq.

  • SpinCo shall have the meaning set forth in the Preamble.

  • PCC means the Particular Conditions of Contract;

  • Broadridge means Broadridge Financial Solutions, Inc.

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.

  • Insight as used in this clause, means technical visibility into the Program, maintained through audit, surveillance, assessment of trends and metrics, software independent verification and validation, the flight readiness review process, and review or independent assessment of out-of-family anomalies occurring in any phase of the program.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • AMC means Annual Maintenance Contract

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • CBS shall have the meaning set forth in the Preamble.

  • ATS means an alternative trading system, as defined in Rule 300(a)(1) of Regulation ATS under the Exchange Act.

  • SG shall have the meaning assigned to such term in the preamble to this Agreement.

  • Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.

  • Constellation has the meaning assigned to that term in the Recitals.