Apollo Representative definition
Examples of Apollo Representative in a sentence
All decisions, actions, consents and instructions of the Apollo Representative pursuant to this Agreement shall be final and binding upon all of the Apollo Shareholders, and no such Person shall have any right to object, dissent, protest or otherwise contest the same.
The Apollo Shareholders shall be bound by all actions taken and documents executed by the Apollo Representative in connection with this Agreement.
To exercise the Facility Right, the Apollo Representative shall deliver a written notice of such exercise (the “Exercise Notice”) to AHL.
The Exercise Notice shall indicate the number of Class A Shares or percentage of Class A Shares as of such date of exercise (including in the denominator the maximum number of Class A Shares issuable upon conversion of all outstanding Convertible Securities and the Class A Shares issued pursuant to such exercise of the Facility Right) that the Apollo Representative, or its designees as set out below, is purchasing pursuant to the Facility Right (the “Facility Shares”).
As promptly as reasonably practicable, but not less than five (5) Business Days following the delivery of an Exercise Notice to AHL (provided that such period shall be tolled to the extent necessary to obtain all required regulatory consents, authorizations and approvals, including those implicated for any Affiliates), AHL and the Apollo Representative shall effect the closing of the purchase indicated by the Exercise Notice (the “Facility Closing”).
The Apollo Representative shall have the right to vote the Class A Shares beneficially owned by each Apollo Shareholder, including Class A Shares to which an Apollo Shareholder has been granted a valid proxy, at any meeting of AHL’s shareholders and in any action by written consent of AHL’s shareholders.
The Apollo Representative shall have the right to exercise the Facility Right at any time following the Closing.
If any Other Stockholder who has requested inclusion in such registration as provided above (excluding the ▇▇▇▇▇▇▇ Holders (in the case of a ▇▇▇▇▇▇▇ Demand) or the Apollo Holders (in the case of an Apollo Demand)) disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders (in the case of a ▇▇▇▇▇▇▇ Demand) or the Apollo Representative (in the case of an Apollo Demand).
In the event that the Company delivers an election notice for less than all of the Subject Shares, such election notice shall not be effective unless and until the Apollo Representative delivers an election notice to purchase all the remaining Subject Shares pursuant to this Section 3(c).
The Company shall give notice of its intention to exercise, or that it does not intend to exercise, its option hereunder to the Transferor and to the Apollo Representative within such five (5) business day period.