Party Transaction in which any member of the Engie Group has a direct or indirect material interest, each Engie Director, (ii) with respect to any Related Party Transaction in which any member of the Pace Sponsor Group has a direct or indirect material interest, each Pace Sponsor Director, and (iii) with respect to any Related Party Transaction in which one or more individual directors has a direct or indirect material interest, each such director.
Effective Date has the meaning set forth in the introduction.
Engie has the meaning set forth in the introduction.
Engie Designee has the meaning set forth in Section 3.2(a).
Engie Director has the meaning set forth in Section 3.2(a).
Engie Group means Engie and its respective Affiliates. For the avoidance of doubt, for the purposes of this Agreement no member of the Company Group shall be a member of the Engie Group.
Exchange Act means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.
Final Termination Date has the meaning set forth in Section 2.1.
Governance & Nominating Committee has the meaning set forth in Section 3.3(c).
Governmental Entity means any supra-national, national, federal, state, municipal or local government, court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.
Independent Director means a director who (i) is independent under the NYSE listing rules applied to U.S. domestic issuers, (ii) is independent under the Dutch Corporate Governance Code and (iii) without limiting clauses (i) or (ii), is not an Engie Director.
Information means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other object and source code versions of computer programs and associated documentation, training materials and configurations to use and modify such programs, including programmer, administrator, end user and other documentation, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.
Initial Pace Sponsor Group Share Ownership means the Shares owned by the Pace Sponsor Group immediately following the Closing.