Examples of Bain Shareholders in a sentence
For purposes of these Second Amended and Restated Articles of Incorporation, “ Trigger Date” shall mean the first date on which the DG Shareholders, the Bain Shareholders, the TPG Shareholders, and the 3i Shareholders (each as defined in the Shareholders Agreement, dated as of January 22, 2008, by and among the Corporation (as assignee of Quintiles Transnational Corp.
For all purposes of this Agreement, all shares of Stock owned by the LLC shall be deemed to be owned by the Bain Shareholders for so long as the Bain Shareholders are Members of the LLC.
As to the Ju Director, unless otherwise consented to by the Bain Shareholders, Ju Holdco shall cease to have the right to appoint the Ju Director if (a) there has occurred an Event of Default with respect to Mr. Ju or the Ju Holdco or (b) Mr. Ju is no longer employed with any Group Company and Mr. Ju and Ju Holdco, directly and indirectly, hold in aggregate less than 2% of the total issued Shares of the Company on a fully-diluted basis.
Notwithstanding anything to the contrary herein, a Transfer of limited partnership interests in any investment fund or vehicle Controlled by an Affiliate of the Bain Shareholders shall not be deemed to be a “Transfer” hereunder and shall not be subject to the Transfer restrictions set forth in these Articles.
The Company hereby agrees that it shall take all actions (including, without limitation, actions to satisfy the rules and regulations promulgated by the NASD) to prevent such delisting without electing an additional "independent director" not designated by the Bain Shareholders.
Please revise this section and the section addressing the Bain Shareholder's position on the fairness of the merger to provide those entities' fairness determinations with respect to the going private transaction, not only the merger.
Bain Shareholders in the aggregate beneficially own approximately 42.17% of the total issued and outstanding share capital of the Company, representing 87.39% of the total voting power of the Company.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may be amended, modified or supplemented only by a written instrument duly executed by the Company, the Bain Shareholders, the TPG Shareholders, the DG Shareholders and the 3i Shareholders, in each case to the extent this Agreement is then in effect with respect to such Shareholder Group.
The Directors may take any action, including requesting the Company’s share registrar or registered office provider to update the Register of Members of the Company, to reflect any transfer of Shares that is permitted or required to be effected under the Shareholders Agreement and these Articles, including in connection with the exercise by the Bain Shareholders of their Drag-Along Right under Article 7.3.
Except otherwise agreed in writing by the Bain Shareholders, each Stack Management Director shall, prior to his appointment, (a) enter into a director agreement with the Company on customary terms, including confidentiality and non-competition obligations and (b) satisfy customary procedures to verify such individual’s identity and reputation, including the completion of a background check and reputation inquiry reasonably satisfactory to the Board.