Carlyle Holders definition
Examples of Carlyle Holders in a sentence
The Carlyle Holders and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP are intended third-party beneficiaries, and are relying on the provisions of, of this Section 8.15.
In the event that the terms and/or conditions set forth in the ROFR Notice are thereafter amended in any material respect, the Selling Holder(s) shall give written notice (an "AMENDED ROFR NOTICE") of the amended terms and conditions of the proposed Transfer to the Carlyle Holders and WCAS Holders (as applicable) and the Company.
During such Election Period, such Selling Holder will provide the Carlyle Holders and WCAS Holders with any additional information as is reasonably requested with respect to such ROFR Notice and the Offered Interests.
This Agreement shall terminate upon the earliest to occur of (i) the mutual agreement of the Carlyle Holders and the WCAS Holders, (ii) a Company Sale, or (ii) with respect to any Equityholder, the date on which such Equityholder, no longer owns any Interests.
The Company, the Carlyle Holders and the WCAS Holders are sometimes referred to herein individually by name or as a "PARTY" and collectively as the "PARTIES", and the Carlyle Holders and the WCAS Holders, together with any subsequent equityholders which become parties hereto, are sometimes referred to herein as an "EQUITYHOLDER" and collectively as the "EQUITYHOLDERS".
Each of the Carlyle Holders and WCAS Holders shall be entitled to up to, but no more than, three (3) Stockholder Demands.
This Agreement shall terminate upon the earliest to occur of (i) the mutual agreement of the Carlyle Holders and the WCAS Holders, (ii) except with respect to Section 1(g) hereof, the date on which either the Carlyle Holders or the WCAS Holders no longer own at least five percent (5%) of their respective Original Holdings.
Subject to the requirements of applicable Law or the regulations of any stock exchange or self-regulatory organization, each of the Carlyle Holders, the Twilio Holders and the M3-Brigade Holders shall be entitled to appoint a number of members of each committee of the Board that is proportional to the number of Directors that such Person is entitled to nominate at the relevant time pursuant to Section 2.1 (for the avoidance of doubt, rounded up to the nearest whole number of Directors).
For so long as Dex Holdings is the direct owner of the Shares subject to this Agreement, each of the Carlyle Holders and the WCAS Holders agree to use their commercially reasonable efforts in respect of their Interests in Dex Holdings, and Dex Holdings agrees to use its commercially reasonable efforts, to cause the same outcome under this Agreement as would be required if the Carlyle Holders and the WCAS Holders were the direct owners of the Shares.
This Agreement may be amended only by written agreement signed by the Carlyle Holders and the WCAS Holders; provided that the written consent of each other Party shall be required for any such amendment that disproportionately affects in any material manner such Party or adversely affects in any material manner the Transfer rights under this Agreement of such Party.