In these Roundtable Deal by Deal Co-Investment Vehicle Terms of Services, the following terms (whether in singular or plural form) shall have the following meaning:
Additional Service: means any service, other than a Service, that the Company may provide to Customers or to the Co-Investment Vehicle, pursuant to and in accordance with a separate agreement setting out, e.g., the remuneration payable for that additional service.
Affiliate: means, in relation to a legal entity, a company which such legal entity controls, which controls such legal entity, or which is controlled by the same person(s) as that legal entity.
Agreement: means the agreement among the Company and the Customer regarding the provision of Services, in accordance with and subject to the Terms of Service (through an acceptance button online as the case may be); the Agreement between the Company and the Deal Lead in respect of any Deal and Co-Investment Vehicle and including the Deal Lead's acceptance of the Terms of Service is referred to as the Deal Lead Services Agreement.
Roundtable: means Roundtable S.A.S., a société par actions simplifiée incorporated under the laws of France, having its registered office at 25, allée Robert Doisneau - 92100 Boulogne (France), registered with the Trade and companies Registry of Nanterre under number 908 281 363.
Associates: means, in relation to a Co-Investment Vehicle, the Deal Lead, the Investors, and the Partner.
Bank Account: means, in relation to any Co-Investment Vehicle, any bank or payment account that will be in the name of the Company, any Partner or the relevant Co-Investment Vehicle (as determined by the Company in is discretion), and that shall be used in order to collect Subscriptions monies and/or make payments for the acquisition of the Securities, and/or to collect payment and revenues of any kind pertaining to the Securities held by the Co-Investment Vehicle.
Business Day: means any day, between 9:00 am and 6:00 pm, other than a Saturday, Sunday, or any bank or public holiday in France.
Co-Investment Vehicle: means, in respect of each Deal, the vehicle constituted by the Deal Lead, the Investors, and a Partner, for the purposes of (i) organizing the pooling their Co-Investment of Securities, (ii) making such Co-Investment and paying the price thereof, (iii) holding the Securities resulting from such Co-Investment, and (iv) organizing the decision to assign (or otherwise dispose of) the Securities.
Co-Investment Vehicle Bylaws: means, in relation to a Co-Investment Vehicle, the standard contractual documentation (incl. Commitment Forms and Subscription Bulletins) and/or the standard articles of association, provided as part of the Services for the constitution of the Co-Investment Vehicle, as such standard documentation may be amended by the Company from time to time, it being understood, for the avoidance of doubt, that the amendment of the Co-Investment Vehicle Bylaws of any Co-Investment Vehicle, once constituted, shall be subject to the law applicable to that Vehicle and to such Bylaws.
Commitment Form: means, in relation to a Co-Investment Vehicle, the undertaking (as the case may be in electronic form) of the Deal Lead or the Investor to invest a certain amount in that Co-Investment Vehicle in consideration for Shares.
Company: means Roundtable or any successor thereof, or any other entity to which the Company’s rights and obligations hereunder shall have been transferred in accordance with the Agreement.
Customer: means any (legal or natural) person who has entered into the Agreement with the Company with a view to investing in a Co-Investment Vehicle, and, as the case maybe, as far as the Deal Lead is concerned, with a view to promoting the constitution of a Co-Investment Vehicle.
Customer Data: means any personal data (incl. documents) within the meaning of the General Data Protection Regulation (EU) 2016/679, relating to the Customer and which is stored and processed by the Company pursuant to or in furtherance of the Agreement.
Deal: means the co-acquisition of Securities.
Deal Lead: means the person who enters into a Deal Lead Services Agreement with the Company in a capacity as Deal Lead, for the purposes of forming a Co-Investment Vehicle designed to invest in a Deal.
Deal Representative: means, in respect of any Co-Investment Vehicle, the position contemplated by the Co-Investment Vehicle Bylaws (and constituting as the case may be as a corporate body of the Co-Investment Vehicle), which shall have the power and authority (but no other power and authority) to represent the Co-Investment Vehicle (and its Associates) in all dealings regarding the Target, and in particular in the negotiation or amendment of the Shareholder Agreement.
Fees: means the fees payable for the Services (excl. Additional Services, in respect of which a remuneration is to be agreed separately on a case-by-case basis) in accordance with Clause 9.
Initial Services: means the services described in Clause 3.1.
Investor(s): means in relation to a Co-Investment Vehicle, the Customers (other than the Deal Lead or any Partner) who have subscribed to the Agreement and have committed to invest in that Vehicle by executing a Commitment Form.
KYC/KYB Documentation: has, in respect of any Customer, the meaning set out in Clause 2.4.
On-Going Services: means the services described in Clause 4.1.
Partner: means in respect of each Co-Investment Vehicle, any entity which is, at the Company's election in its discretion, either the Company itself or an Affiliate of the Company, and which is appointed as a corporate body of the Co-Investment Vehicle pursuant to the Co-Investment Vehicle Bylaws.
Registered Office: means, in relation to a Co-Investment Vehicle, the registered office of the Co-Investment Vehicle within the meaning of the law applicable to the Co-Investment Vehicle or, if that concept of registered office is not determined by the law applicable to the Co-Investment Vehicle, the address where the Associates of the Co-Investment Vehicle have decided to establish the seat of that Vehicle, as set out in the Co-Investment Vehicle Bylaws.
Securities: means the financial instruments (as defined in Directive 2014/65/EU on markets in financial instruments) issued by a Target, or, as the case may be, if such instruments constitute derivative products of securities not issued by a Target, such derivative products relating to a Target.
Services: means, collectively, the Initial Services, and the On-Going Services.
Share: means, in relation to any Co-Investment Vehicle, any capital share or participating equity interest of any form or nature in the Co-Investment Vehicle.
Shareholder Agreement: means any agreement between the Co-Investment Vehicle and the Target and/or other holders of securities (including securities of the same type/series as the Securities) issued by or in respect of the Target, and which aims to organizing certain rights and obligations of the parties thereto in relation to the Target and/or the Securities.
Subscription Bulletin: means, in relation to a Co-Investment Vehicle, the document (available in electronic form as the case may be) by which the Customer becomes an Associate of that Co-Investment Vehicle, i.e., by which such Customer (i) invests a certain amount in that Co-Investment Vehicle in consideration for Shares, and (ii) adheres to the Co-Investment Vehicle Bylaws, and which sets out the payment instruction relating to that subscription.
Target: means a company in which the Co-Investment Vehicle is to invest or has invested pursuant to its purpose clause, through the acquisition of Securities.
Terms of Services: means these Roundtable Deal by Deal Co-Investment Vehicle Terms of Services, as may be amended from time to time in accordance with the provisions hereof.