Bain Stockholders definition

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.
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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) 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.
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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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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.

  • This Agreement is intended to bind -------------------------------- and inure to the benefit of and be enforceable by the Company, the Bain Stockholders, the Bear Xxxxxxx Stockholders, the Executive Stockholders and their respective successors and assigns; provided that the Executive Stockholders may not assign any of their rights hereunder without the written consent of the Bain Stockholders.

  • As of the Effective Time, the Board of Directors will be reconstituted as follows: the Trust shall have the right to designate four individuals to serve on the Board of Directors (each, a "TRUST NOMINEE") and the Bain Stockholders shall have the right to designate two individuals to serve on the Board of Directors (each, a "BAIN NOMINEE") (any individual so designated by the Trust or the Bain Stockholders, a "Nominee").

  • If any shares of any class of Consultant Stock are held by any transferees of Consultant, the Bain Stockholders, the Bear Xxxxxxx Stockholders and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Consultant Stock, pro rata according to the number of shares of such class of Consultant Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

  • 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.

  • Any rights granted to the Bain Stockholders, the Bear Stearns Stockholders and their Affiliates hereunder may also be exercised (in whole or in part) by their designees (which may be Affiliates).

  • Rights Granted to the Bain Stockholders, the Bear Stearns Stockholders and their Affiliates.

  • For purposes hereof, "Bain Stockholders" shall mean Xxxx 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., Xxxxxxxx Street Partners II and Xxxxxxxx Street Partners 1998 DIF, L.L.C.

  • In the event that the Bain Stockholders deliver a notice of revocation, the Bear Xxxxxxx Stockholders shall be entitled to purchase all or any portion of the Consultant Stock that would otherwise have been purchased by the Bain 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 Bain Stockholders' notice of revocation.

  • 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.


More Definitions of Bain Stockholders

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.
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Bain Stockholders means each of the Persons listed on Schedule I ----------------- hereto.
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Bain Stockholders means each of the Persons listed on ----------------- Schedule I hereto.
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Bain Stockholders means the Persons listed on the signature pages hereto ----------------- as Bain Stockholders.
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Bain Stockholders means Xxxx 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., Xxxxxxxx Street Partners II and Xxxxxxxx Street Partners 1998 DIF, L.L.C.
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Related to Bain Stockholders

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Stockholders means the holders of shares of Company Capital Stock.