In these Terms of Service, 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 Investment Vehicle, pursuant to and in accordance with a separate agreement setting out, e.g., the remuneration payable for that additional service.
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 Investment Vehicle and including the Deal Lead's acceptance of the Terms of Service is referred to as the Deal Lead Services Agreement.
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.
Altan: means Altan 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 an Investment Vehicle, Deal Lead, the Investors, and the Partner.
Bank Account: means, in relation to any Investment Vehicle, any bank or payment account that will be in the name of the Company, any Partner or the relevant 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 Investment Vehicle.
Commitment Form: means, in relation to an 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 Investment Vehicle in consideration for Shares.
Company: means Altan or any Affiliate of Altan. to which Altan shall have transferred its rights and obligations hereunder in accordance with Clause 12.2.
Customer: means any (legal or natural) person residing in the European Union, Switzerland, or the United Kingdom, who has entered into the Agreement with the Company with a view to investing in an Investment Vehicle, and, as the case maybe, as far as the Deal Lead is concerned, with a view to promoting the constitution of an Investment Vehicle.
Customer Data: means any personal data (incl. document) 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 or the provision of the Services.
Deal: means any investment in financial instruments (as defined in Directive 2014/65/EU on markets in financial instruments) relating to a Target.
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 an Investment Vehicle designed to invest in a Deal.
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.
Terms of Service: means these Terms of Service, as may be amended from time to time in accordance with the provisions hereof.
Initial Services: means the services described in Clause 3.1.
Investment Vehicle: means, in respect of each Deal, the investment vehicle constituted by the Deal Lead, the Investors, and a Partner, for the purposes of (i) organizing the pooling their investment in a Deal, (ii) making such investment, (iii) holding the Securities resulting from such investment, and (iv) organizing the decision to assign (or otherwise dispose of) the Securities.
Investment Vehicle Bylaws: means, in relation to an 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 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 Investment Vehicle Bylaws of any Investment Vehicle, once constituted, shall be subject to the law applicable to that Vehicle and to such Bylaws.
Investor(s): means in relation to an 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 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 Investment Vehicle pursuant to the Investment Vehicle Bylaws.
Registered Office: means, in relation to an Investment Vehicle, the registered office of the Investment Vehicle within the meaning of the law applicable to the Investment Vehicle or, if that concept of registered office is not determined by the law applicable to the Investment Vehicle, the address where the Associates of the Investment Vehicle have decided to establish the seat of that Vehicle, as set out in the Investment Vehicle Bylaws.
Deal Representative: means, in respect of any Investment Vehicle, the position contemplated by the Investment Vehicle Bylaws (and constituting as the case may be as a corporate body of the Investment Vehicle), which shall have the power and authority (but no other power and authority) to represent the Investment Vehicle (and its Associates) in all dealings regarding the Target, and in particular in the negotiation or amendment of the Shareholder Agreement.
Securities: means the financial instruments issued by a Target, or, as the case may be, if such instruments constitute derivative products of securities by a Target, financial instruments relating to a Target.
Services: means, collectively, the Initial Services, and the On-Going Services.
Share: means, in relation to any Investment Vehicle, any capital share or participating equity interest of any form or nature in the Investment Vehicle.
Shareholder Agreement: means any agreement between the 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 an Investment Vehicle, the document (available in electronic form as the case may be) by which the Customer becomes an Associate of that Investment Vehicle, i.e., by which such Customer (i) invests a certain amount in that Investment Vehicle in consideration for Shares, and (ii) adheres to the Investment Vehicle Bylaws, and which sets out the payment instruction relating to that subscription.
Target: means a company domiciled in the European Union, the United Kingdom or Switzerland, in which the Investment Vehicle is to invest or has invested pursuant to its purpose clause, through the acquisition of Securities.