1, 2019.
"Subsidiary" means with respect to any Person, any other Person of which a
majority of the outstanding shares or other equity interests having the power to
vote for directors or comparable managers are owned, directly or indirectly, by
the first Person.
"Target Business" means the purchasing of non-performing and semi-performing
consumer debt.
"Territory" means the United Kingdom and the Republic of Ireland.
6
TABLE OF CONTENTS
"Third Party Purchaser" means any Person who, immediately prior to the
contemplated transaction, (a) does not directly or indirectly own or have the
right to acquire any outstanding Company Securities or (b) is not a Permitted
Transferee of any Person who directly or indirectly owns or has the right to
acquire any Company Securities.
"Transfer" means to, directly or indirectly, sell, transfer, assign, pledge,
encumber, hypothecate or similarly dispose of, either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment, pledge,
encumbrance, hypothecation or similar disposition of, any equity interest owned
by a Person or any interest (including a beneficial interest) in any equity
interest owned by a Person.
Other Terms. The following terms, as used in this Agreement, have the respective
meanings set forth in the following Sections of this Agreement:
Term
Section
Acquisition
Recitals
Acquisition Agreement
Recitals
Agreement
Preamble
Ancillary Proceedings
9.12(a)
Arbitration Information
9.12(b)
Bidco
Recitals
Bidco Board
2.01(b)
Bidco Director
2.01(b)
Company Board
2.01(a)
Company Director
2.01(a)
Company Realisation
3.13
Default Exercise Notice
3.03(b)
[***]
3.03(a)
[***]
3.03(a)
Disclosing Party
9.12(c)
[***]
3.05(a)
[***]
3.05(a)
[***]
3.05(a)
Encore Bidco Director
2.01(b)
Encore Change of Control
3.09
Encore Entity Director
2.01(a)
Encore IPO ROFR
3.06
[***] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
7
TABLE OF CONTENTS
[***]
3.05(b)
Encore Europe
Preamble
Encore Parent
Preamble
Entity Board
2.01(a)
Entity Director
2.01(a)
Error of Law
9.12(b)
Exercise Notice
3.02(a)(ii)
Exercise Period
4.01(c)
Exercising Investor
4.01(d)
Holdings
Recitals
Holdings Board
2.01(a)
Holdings Director
2.01(a)
Holdings IPO
3.04(a)
Holdings Sale
3.04(a)
[***]
3.05(a)
ICC
9.12(a)
ICC Rules
9.12(a)
Information
5.04(b)
Initial Investors
Preamble
[***]
3.02(a)
Investment Agreement
Recitals
Investors
Preamble
IPO Price
3.06
Issuance Notice
4.01(b)
JCF Bidco Director
2.01(b)
JCF Entity Director
2.01(a)
JCF III
Preamble
JCF Fund
Preamble
Luxembourg Directors
2.01(a)
New Securities
4.01(a)
Non-Compete Obligations
5.01(b)
Non-Exercising Investor
4.01(d)
Non-Solicit Obligations
5.01(c)
[***]
3.02(a)
[***]
3.02(a)
[***]
3.05(b)
Over-allotment Exercise Period
4.01(d)
Over-allotment New Securities
4.01(d)
Over-allotment Notice
4.01(d)
[***] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
8
TABLE OF CONTENTS
Pre-emptive Pro Rata Portion
4.01(c)
Redemption Period
3.11(a)
Restricted Opportunity
5.03(a)
[***]
3.05(d)
[***]
3.05(b)
Sale Process
3.04(a)
Securities
Recitals
Securities Purchase Agreement
Recitals
Subscription Agreement
Recitals
Target
Recitals
Target Acquisition
5.01(a)
Tax Matters Partner
2.08(b)
Tax Proceeding
2.08(b)
Triggering