Blackstone Ownership Shift due to Issuance Clause Samples

Blackstone Ownership Shift due to Issuance. During the Restricted Period, if a proposed Issuance is a redemption or repurchase, then, immediately before such Issuance, (i) the Blackstone-HLT Percentage Shift Limit or Blackstone-HGV Percentage Shift Limit (as applicable) shall be increased or decreased (but not below the Blackstone-HLT Applicable Percentage or Blackstone-HGV Applicable Percentage, respectively, as of immediately before such Issuance) such that the number of shares permitted to be Disposed of under Section 2.2(a)(i) or (a)(iii) remains unchanged immediately after such Issuance (other than to reflect shares of the relevant Issuer actually redeemed or repurchased from the Blackstone Entities pursuant to such Issuance), and (ii) the HLT Percentage Shift Limit or HGV Percentage Shift Limit (as applicable) shall be decreased (in the case of an increase in clause (i), but not below the HLT Applicable Percentage or HGV Applicable Percentage, respectively, as of immediately before such Issuance) or increased (in the case of a decrease in clause (i)) by the amount set forth in clause (i). If clause (ii) calls for a reduction in the HLT Percentage Shift Limit or HGV Percentage Shift Limit (as applicable) and the amount of such reduction would be limited by the parenthetical therein, then, notwithstanding any other provision of this Agreement (including Section 2.2(c)), the relevant Issuer shall not undertake such Issuance without the written consent of the Blackstone Representative; provided that in the event the Blackstone Representative so consents, the amount of the increase set forth in (i) shall not exceed the amount of the decrease set forth in clause (ii). For the avoidance of doubt, an Issuance that satisfies the requirements of this Section 2.3 remains subject to the provisions of this Agreement, including, without limitation, Sections 2.1(b) and 2.2(a)(iv) and (a)(v). For the avoidance of doubt, if a proposed Issuance is not consummated, the Blackstone-HLT Percentage Shift Limit and HLT Percentage Shift Limit, or Blackstone-HGV Percentage Shift Limit and HGV Percentage Shift Limit, as applicable shall not be adjusted pursuant to this Section 2.3 as a result of such proposed Issuance.
View SourceView Similar (4)

Related to Blackstone Ownership Shift due to Issuance

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • Subsidiaries; Capitalization (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Schedules. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) The capitalization of the Company (both as of the date of this Agreement, and the capitalization of the Company as will exist following the completion of the Restructuring) is set forth on Section 3.2(b) of the Company Disclosure Schedules. Other than such Company Shares set forth on set forth on Section 3.2(b) of the Company Disclosure Schedules, the Company is not authorized to issue any other class or series of Company Shares. (c) All Company Shares that are issued and outstanding (or that will be issued and outstanding following the completion of the Restructuring) have been (or will be) duly authorized and validly issued in compliance with applicable Laws, are (or will be) fully paid and nonassessable, and have not (or will not have) been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) There are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Shares. Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the issued and outstanding share and option numbers contained in this Section 3.2. (e) The only Company Shares that will be issued and outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Capitalization, Etc (A) The authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock (no par value), of which fifty-one (51) shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or