Affiliate means, in relation to a person, any other person that, as of the time of a determination of Affiliate status, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such person, in each case from time to time, it being agreed that, with respect of the Main Vendor, such term shall include (i) Astorg and any investment company, limited partnership, fund, other collective investment vehicle or managed account that is (or any assets of which are) managed or advised by Astorg Asset Management S.à r.l. or any of its Affiliates (together, the Astorg Affiliates), (ii) the Broad Street Entity and any entity directly or indirectly controlled by, or controlling of, or under common control with it; and (iii) The Goldman Sachs Group, Inc. and its Affiliates and any investment company, limited partnership, fund, other collective investment vehicle or managed account that is (or any assets of which are) managed or advised by the Broad Street Entity or any of its Affiliates (sub-limbs (ii) and (iii) together, the GS Affiliates), provided that (a) with respect to the Main Vendor, except when used in the definition of Related Party Agreement, the term Affiliate shall not include the portfolio companies of funds managed, controlled or advised by any Astorg Affiliate or any GS Affiliate (other than the Main Vendor); and (b) with respect to any Vendor, the term Affiliate shall not include the Group Companies.
Agreement means this securities sale agreement and each of its schedules, as such agreement and such schedules may be amended from time to time.
Antitrust Authorities means the applicable Authorities in the following jurisdictions from which an Antitrust Clearance must be obtained before Completion, based on the assessment made by the Purchaser and its legal advisers: Germany, Spain, Turkey and the United States.
Antitrust Clearances means all approvals, authorizations, clearances, consents, expirations of waiting periods or granting or issuance of any licenses, orders, waivers or permits from the Antitrust Authorities that are required under applicable Laws designed to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade to enable Completion to occur.
Astorg means Astorg VI Investments, a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B201660 and whose registered office is at 2, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg.
Authority means any competent governmental, administrative, regulatory, judicial, disciplinary, enforcement or tax raising body, authority, agency, commission, court or tribunal of any jurisdiction, whether supranational, national or regional or local and any subdivision, department or branch of any of the foregoing.
Base Amount has the meaning given in Clause 3.1(a).
Benefit Plan means any employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA), and any other compensation or benefit plan, program, policy or contract, including insurance coverage, bonus, commission, profit sharing, severance, termination, change in control or retention compensation or benefits, employment or directorship or similar service agreements, disability benefits, paid time off, health and welfare benefits, deferred compensation, pension, share awards, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.
Break Fee has the meaning given in Clause 4.3(a).
Broad Street Entity means Broad Street Principal Investments Holdings, L.P., a limited partnership incorporated and existing under the laws of Delaware, USA, registered with the Division of Corporations of Delaware under number ###-###-#### and whose registered office is at 200 West Street, New York, New York 10282-2198, USA.