Investor Agreements. Each Investor undertakes to the Company that:
(i) with respect to each election of Directors by resolution of shareholders of the Company, to exercise all voting rights attaching to the Equity Securities of the Company it holds at all times and from time to time at any shareholder meeting, adjournment, postponement or continuation thereof, or consent of shareholders, in order to (i) to cause the election or re-election as members of the Board of each of the individuals designated by the Company, and (ii) against any nominees not designated by the Company; and
(ii) with respect to each appointment of a Director by resolution of the Board, whether to fill a casual vacancy, upon any increase in the size of the Board or otherwise, it shall cause any Investor Director then serving to vote at each meeting of the Directors, or in lieu of any such meeting, to give his or her written consent as may be necessary (i) to cause the appointment as a member of the Board each of the individuals designated by a majority of the Directors then serving (other than the Investor Director), and (ii) against any nominees not designated by a majority of the Directors then serving (other than the Investor Director).
Investor Agreements. Except (i) for the Subscription Agreements and the other agreements contemplated thereby, (ii) as would not reasonably be expected to have a Parent Material Adverse Effect and (iii) except as set forth in Section 5.9 of the Parent Disclosure Schedule, there are no governance, voting or similar agreements among the Investors relating to Parent, Merger Sub or the Company.
Investor Agreements. The Purchaser has delivered to the Seller true and complete copies of the Investor Agreements as in effect as of the date of this Agreement. As of the date of this Agreement, each Investor Agreement is in full force and effect and is a legal, valid and binding obligation of the Purchaser, and to the Purchaser’s Knowledge, the other parties thereto, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to creditors’ rights generally or by principles of equity. Except as set forth in the Investor Agreements, there are no (a) conditions precedent to the respective obligations of the subscribers therein specified in the Investor Agreements to consummate the transactions contemplated by the Investor Agreements or (b) contractual contingencies under any agreements, side letters or arrangements relating to the Common Offering or Preferred Offering to which the Purchaser or any of its Affiliates is a party that would (i) permit the subscribers specified in the Investor Agreements to reduce the total amount of Preferred Shares or Purchaser Common Stock, as applicable, to be acquired by such Person, (ii) that would require the Purchaser or any Acquired Entity to incur any additional liability or obligation in respect of the Common Offering or the Preferred Offering or (iii) materially and adversely affect the ability to consummate the Common Offering and the Preferred Offering or change any other material terms.
Investor Agreements. (a) The Company hereby represents and warrants to the KKR Parties that, except for the Transaction Agreements, the Series A Preferred Stock Purchase Agreement between the Company and the Investors named therein, dated January 19, 2016, the Series A-1 Preferred Stock Purchase Agreement between the Company and the Investors named therein, dated February 22, 2017, the Series B Preferred Stock Purchase Agreement between the Company and the Investors named therein, dated October 19, 2017, the Series C Preferred Stock Purchase Agreement between the Company and the Investors named therein, dated February 27, 2019 and customary management rights letter agreements with certain of the Investors entered into concurrently with their purchase of Preferred Stock, the Company is not a party to any agreements, arrangements or understandings, whether written or oral, with any holder of shares of Preferred Stock with respect to the rights, preferences, privileges or restrictions of the Preferred Stock (or any series thereof).
(b) The Company hereby agrees to disclose to the Goldman Parties and the KKR Parties all material agreements, arrangements or understandings, whether written or oral, that the Company enters into or agrees to with any current or future holders of shares of Preferred Stock, or other shares of preferred stock of the Company issued from time to time, with respect to the rights, preferences, privileges or restrictions of such shares of Preferred Stock or other preferred stock.
Investor Agreements. At or prior to the Effective Time and contingent upon the Equity Investors’ funding of the amounts set forth in the Equity Commitment Letters, (a) the Individual shall enter into an employment agreement, in a form reasonably satisfactory to the Individual, containing the terms set forth in the Term Sheet attached as Exhibit A hereto, (b) the Undersigned shall enter into a securityholders’ agreement, in a form reasonably satisfactory to the Undersigned, containing the terms set forth in the Term Sheet attached as Exhibit A hereto, (c) the Undersigned shall enter into a rollover contribution agreement, in a form reasonably satisfactory to the Undersigned, with respect to acquisition of Class L and Class A common stock of Buyer in exchange for the Committed Shares and the Committed Proceeds and (d) the Undersigned shall enter into such other ancillary agreements, in forms reasonably satisfactory to the Undersigned, as Buyer may reasonably request.
Investor Agreements. The Investor Agreement attached hereto as Exhibit E, duly executed by each Person named on Schedule 1.4(a)(ii) (the “Xxxxx Investors”);
Investor Agreements. Company Stockholder hereby agrees to the termination of the Original Voting Agreement, the Co-Sale Agreement, the Investors’ Rights Agreement and any other similar agreements between the Company and Company Stockholder, including any such agreement granting Company Stockholder investor rights, rights of first refusal, registration rights or director designation rights, at or immediately prior to the Effective Time, without any liability being imposed on the part of Parent or the Company.
Investor Agreements. Prior to the Closing, the Company shall use reasonable best efforts to deliver executed Lock-Up Agreements and a joinder to the Stockholders Agreement with each Person listed on SECTION 5.13 of the Company Disclosure Schedule.
Investor Agreements. The Company and its stockholders party ------------------- thereto shall have duly authorized, executed and delivered to the Investor each of the Investor Agreements, in form and substance satisfactory to the Investor.
Investor Agreements. Company agrees to furnish the Bank with copies of all Investor Agreements. When new Investors are to be considered by the Bank, Company must furnish the Bank with all required information about the proposed Investor, including the Investor Agreement, at least 15 days prior to the funding of a loan that is to be purchased from the Bank by the new Investor.
