Atairos Group definition
Examples of Atairos Group in a sentence
All notices, requests and other communications to any party shall be in writing and shall be delivered in person, by reputable overnight courier service, mailed by certified or registered mail, return receipt requested, or sent by electronic mail: if to the Company to: Atairos Group, Inc.
Transaction Agreement, dated as of October 3, 2017, by and among IMG College, LLC, IMG College Licensing, LLC, A-L Tier I LLC, Atairos Group, Inc.
The Company and Atairos Group may file the Transaction Agreements with the SEC, describe the Transaction Agreements in filings with the SEC and provide information about the subject matter of the Transaction Agreements in connection with equity or debt issuances, share repurchases, or public or investor reporting activities, in all cases subject to the confidentiality obligations of the parties under this Agreement or otherwise.
For so long as Atairos Group Beneficially Owns 5% or more of the outstanding Common Stock, the Atairos Stockholder shall, and shall cause each other member of Atairos Group to, be present, in person or by proxy, at all meetings of the stockholders of the Company to the extent necessary so that all shares of outstanding Common Stock Beneficially Owned by Atairos Group may be counted for the purposes of determining the presence of a quorum.
Assuming the accuracy of Purchaser’s representations and warranties in Section 3.02(f), the Company has taken all actions necessary to exempt the Atairos Group, the Transaction Agreements and the Transactions (including, for the avoidance of doubt, the acquisition of any additional securities of the Company to the extent permitted by Section 4.03(a)) from the restrictions on business combinations of Section 203 of the DGCL.
The Company acknowledges and agrees that the Atairos Designee who is a partner, member, employee, advisor or consultant of any member of the Atairos Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Atairos Group (collectively, the “Atairos Indemnitors”).
The Atairos Stockholder shall be responsible for any actions taken by each other member of the Atairos Group and by any of its or such other member’s Representatives pursuant to this Section 4.01 as if the Atairos Stockholder had taken such actions.
The Company acknowledges and agrees that any Atairos Affiliated Directors who are partners, members, employees, advisors or consultants of any member of the Atairos Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Atairos Group (collectively, the “Atairos Indemnitors”).
The Atairos Stockholder agrees that it shall, and shall cause each member of Atairos Group and each Representative of the Atairos Stockholder or of any other member of Atairos Group, in each case, to whom Confidential Information is disclosed by or on behalf of Atairos Group to, keep the Confidential Information confidential and use the Confidential Information solely in connection with Atairos Group’s investment in the Company.