Apollo Stockholders definition
Examples of Apollo Stockholders in a sentence
Notwithstanding anything to the contrary contained herein, the Apollo Stockholders may assign their rights or obligations, in whole or in part, under this Agreement to one or more of their controlled Affiliates.
No course of dealing between the Corporation or its Subsidiaries and the Apollo Stockholders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement.
Notwithstanding the foregoing, the Tag-Along Right shall not apply to any Transfer of a “strip” of Equity Interests (a “Syndicate Transfer”) to a non-affiliate third party (an “Frio Transferee”) consummated by the Apollo Stockholders prior to the first anniversary of the Closing Date; provided that after giving pro forma effect to such Syndicate Transfer, Frio Holdings, LLC and its affiliates shall continue to own at least 50% of the Equity Interests of the Company on a fully diluted basis.
For purposes of the foregoing, Apollo Management V, L.P. shall represent the Apollo Stockholders unless another representative is selected by the holders of a majority in interest of the Apollo Stockholders.
The provisions of this Section 3 are intended to provide the Apollo Stockholders with the minimum Board representation rights set forth herein.
Any Frio Transferee shall be treated as part of the Apollo Stockholders for all purposes, except as otherwise set forth herein.
The intent of this computation is to accord to the Executive the right to sell the same percentage of his or her direct and indirect holdings of Equity Interests of such class as the Apollo Stockholders are entitled to sell in such transaction.
Nothing in this Agreement shall (1) limit the rights that any Apollo Stockholder may otherwise have to nominate directors pursuant to the Charter or Bylaws (each as defined below) or (2) prohibit the Corporation from having a greater number of nominees or designees of the Apollo Stockholders on the Board or any committee thereof than otherwise provided herein.
Upon the written request of the Apollo Stockholders, collectively, seeking to remove and/or replace a director nominated pursuant to Section 3(a), or designated pursuant to Section 3(c), the Corporation shall use reasonable best efforts to cooperate with such request, including to promptly call a special meeting of the stockholders of the Corporation.
The Initial Notice shall offer the Apollo Stockholders the right, subject to Section 3(b) (the “Piggyback Registration Right”), to register such number of shares of Registrable Securities as each such Apollo Stockholders may request and shall set forth (A) the anticipated filing date of such Registration Statement and (B) the aggregate number of Registrable Securities that is proposed to be included in such Registration Statement.