Bain Stockholders definition

Bain Stockholders have the respective meanings specified in the first paragraph of this Stockholders Agreement. A Person shall be deemed to "BENEFICIALLY OWN" or be the "BENEFICIAL OWNER" of all shares of Common Stock which such Person and any of such Person's Affiliates beneficially own within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule). Without limiting the foregoing, (i) references in this Stockholders Agreement to the amount of Common Stock beneficially owned by a "Stockholder Party" means, in the case of the Bain Stockholders, the aggregate amount of Common Stock beneficially owned by the Bain Stockholders and their respective Affiliates (including all shares of Common Stock that can be acquired by the exercise of warrants to acquire shares of Common Stock that are outstanding and exercisable as of the Effective Time and (ii) in calculating the percentage of Common Stock beneficially owned by any Stockholder Party for purposes of any provision of this Stockholders Agreement which sets forth a specific percentage of Common Stock, the only shares of Common Stock that shall be taken into account are (x) shares of Common Stock which are beneficially owned by such Stockholder Party (or, in the case of any Transferee pursuant to Section 4.11(a) hereof, the Stockholder Party which Transferred such shares to the Transferee) as of the Effective Time (giving effect to the conversion of shares pursuant to the Merger Agreement and including all shares of Common Stock that can be acquired by the exercise of warrants to acquire shares of Common Stock that are outstanding and exercisable as of the Effective Time) and (y) any other securities referred to clause (ii) or (iii) of the definition of Common Stock which are thereafter issued in respect of such shares, and in each case which continue to be beneficially owned by such Stockholder Party at the time as of which the determination is made.

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Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) BCPE DERBY INVESTOR, LP and (ii) their respective Permitted Transferees (other than the Corporation), as evidenced by an executed joinder agreement to the Stockholders Agreement indicating that such Permitted Transferee will be a Bain Stockholder.

Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) Bain Capital Fund XI, L.P., BCIP Associates IV (US), L.P. and BCIP Associates IV-B (US), L.P. and (ii) their respective Permitted Transferees (other than the Corporation), as evidenced by an executed joinder agreement to the Stockholders Agreement indicating that such Permitted Transferee will be a Bain Stockholder.

Examples of Bain Stockholders in a sentence

• The other parties hereto shall be entitled to rely upon any such action by the Bain Stockholder Representative as the act of the Bain Stockholders.

• The Bain Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholders and the Company will receive customary representations and warranties from each seller regarding the sale of shares of Consultant Stock, solely with respect to such seller's ownership and title to Consultant Stock and capacity to transfer Consultant Stock.

• If the Repurchase Date occurs, the Consultant Stock ---------------- (including any Consultant Stock acquired subsequent to the Repurchase Date), whether held by Consultant or one or more transferees, will be subject to repurchase by the Bain Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholders and the Company pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option").

• The Bain Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholder, the First Boston Stockholder and the Company entered into that certain Stockholders Agreement dated as of May 11, 1999 (the "Original Agreement") for the purposes, among others, of (i) assuring continuity in the management and ownership of the Company and (ii) limiting the manner and terms by which the Stockholders' Common Stock may be transferred.

• Such notices, demands and other communications will be sent to the Bain Stockholders and the MDP Stockholders at the respective addresses indicated below: If to the Bain Stockholders: c/o Bain Capital, Inc.

• In the event that the Bear ▇▇▇▇▇▇▇ Stockholders deliver a notice of revocation, the Bain Stockholders shall be entitled to purchase all or any portion of the Consultant Stock that would otherwise have been purchased by the Bear ▇▇▇▇▇▇▇ Stockholders by providing an additional Supplemental Repurchase Notice to the holders of the Consultant Stock and the Company within 10 business days after receipt of the Bear ▇▇▇▇▇▇▇ Stockholders' notice of revocation.

• The Bain Stockholders may expressly condition any consent to an issuance or sale (or a redemption, repurchase or other acquisition) of any shares of the Company's capital stock upon being afforded two business days' notice prior to the consummation by the Bain Stockholders of an exchange of any shares of Class A Common or Class B Common for shares of Class B Common or Class A Common, respectively.

• Under Section 1.6 of the Confidentiality Agreement, the Company is required to use its reasonable best efforts to amend the Stockholders Agreement dated as of May 11, 1999 by and among the Bain Stockholders, the Bear ▇▇▇▇▇▇▇ Stockholders, the First Boston Stockholder, the Intel Stockholder and the Company, as amended by Amendment No. 1 dated December 29, 1999 (as amended, the "Stockholders Agreement"), to include the terms and provisions of the Confidentiality Agreement.

• Subject to the preceding sentence, the Bain Stockholders and the MDP Stockholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

• The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Bain Stockholders and the MDP Stockholders, respectively, may in their sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

More Definitions of Bain Stockholders

Bain Stockholders means the Persons listed on the signature pages hereto ----------------- as Bain Stockholders.

Bain Stockholders means each of the Persons listed on ----------------- Schedule I hereto.

Bain Stockholders means ▇▇▇▇ Capital Fund VI, L.P., BCIP Trust Associates II, BCIP Trust Associates II-B, BCIP Associates II-B, BCIP Associates, and BCIP Associates II-C, PEP Investments PTY Limited., ▇▇▇▇▇▇▇▇ Street Partners II and ▇▇▇▇▇▇▇▇ Street Partners 1998 DIF, L.L.C.

Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) those Persons who are listed as Bain Stockholders on Exhibit A hereto and (ii) their respective Permitted Transferees pursuant to the definition of Permitted Transfer (other than the Company), as evidenced by an executed Joinder Agreement indicating that such Permitted Transferee will be a Bain Stockholder.

Bain Stockholders means each of the Persons listed on Schedule I ----------------- hereto.