Advent Stockholders definition
Examples of Advent Stockholders in a sentence
In such event, the Advent Stockholders shall have the obligation to cause to be paid to such Seller in lieu thereof, against delivery of the certificates for Shares, an amount in cash equal to the Fair Market Value of such Shares as of the date such Consideration Securities would have been issued in exchange for such Shares.
In the event that an Additional TRA contains, or is amended to contain, terms that are more favorable to such person than those available to Advent Stockholders under this Agreement, Vantiv shall offer to amend this Agreement in order to make such more favorable terms available to the Advent Stockholders.
The Advent Stockholders shall promptly notify the Sellers of any material change in, or the termination or abandonment of, the proposed transaction contemplated in the Sale Request.
No Additional TRA shall provide terms that are more favorable to the person or its affiliates that is a party to such Additional TRA than those provided to Advent Stockholders under this Agreement.
For the avoidance of doubt, no Tax Benefit Payment or Early Termination Payment in excess of the Residual Tax Distribution Amount shall be made by Vantiv to Advent Stockholders if a distribution by Holding to Vantiv in connection with such payment would be prohibited under Section 6.18(k) of the Loan Agreement.
This Agreement may be amended or modified in whole or in part only by a duly authorized agreement in writing duly executed by the Company and the Advent Stockholders that then hold Company Shares that makes reference to this Agreement; provided, however, that Schedule A to this Agreement may be amended at any time by the Company to add as a party hereto any Person that acquires any Company Shares in compliance with the terms of this Agreement and executes a supplemental signature page.
In the event that the size of the Board of Directors is increased, the number of Advent Nominees that the Advent Stockholders shall be entitled to designate for nomination to the Board of Directors set forth in Section 2.2 shall be proportionately adjusted to provide the same effect as contemplated by such Section 2.2 prior to such action.
Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit the Advent Stockholders or any of their Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.
In the event of the death or “permanent disability” (as defined below) of ▇▇▇▇▇▇▇ ▇▇▇▇▇, for so long as the stockholders of the Company that are affiliated with Advent own at least 30% of the Series C Preferred Stock acquired by the Advent Stockholders on the Series C Issue Date (as defined in the Series C Designation), then (a) none of ▇▇▇▇▇ ▇.
The Advent Stockholders shall not nominate a Disqualified Director.