Carlyle Nominees definition

Carlyle Nominees means (i) such persons as are designated as nominees to the Board of Directors by a Majority in Interest of the Carlyle Nominating Limited Partners in accordance with Section 8.7.A and (ii) such persons designated to fill a vacancy on the Board of Directors pursuant to Section 8.7.C.
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Carlyle Nominees has the meaning set forth in Section 2.1(a)(i)(B).
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Carlyle Nominees means (i) such persons as are designated as nominees to the Board of Directors by a Majority in Interest of the Carlyle Nominating Limited Partners in accordance with Section 8.7.A and
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Examples of Carlyle Nominees in a sentence

  • The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.

  • For so long as the Company’s certificate of incorporation shall provide for the division of directors into three classes, the Company Board shall determine which director class each director shall serve and shall apportion such nominees among the classes so as to maintain the number of Carlyle Nominees and H&F Director Nominees in each class as nearly equal as possible.

  • The Stockholders and the Company agree not to amend the Third Amended and Restated Operating Agreement to modify or eliminate the right of Carlyle to appoint the Newport Fab Carlyle Nominees to the Newport Fab Board as long as Carlyle has Article 4 Rights.

  • The Stockholders, the Company and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Newport Fab Carlyle Nominees to serve as members of the Newport Fab Board.

  • The Stockholders, the Company, and Newport Fab agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Company Stock, CP III shall be entitled to appoint the Carlyle Designated Managers to serve as members of the Newport Fab Board (the "Newport Fab Carlyle Nominees" and, collectively with the Company Carlyle Nominees, the "Carlyle Nominees").

  • For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Carlyle Nominee or any H&F Nominee, shall not affect the right of the Carlyle Entities or the H&F Entities, as applicable, to designate the Carlyle Nominees or the H&F Nominees, as the case may be, for election pursuant to this Section 2.1(c) in connection with any future election of Directors.

  • The Stockholders and the Company agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Company Stock, CP III shall be entitled to appoint the Carlyle Designated Directors to serve as members of the Company Board (the "Company Carlyle Nominees").

  • Carlyle agrees not to assign the right to designate any of the Company Carlyle Nominees under the Second Amended and Restated Stockholder Agreement to any entity other than CP III.

  • The Stockholders, Specialtysemi, and Newport Fab agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Specialtysemi Stock, CP III shall be entitled to appoint the Carlyle Designated Managers to serve as members of the Newport Fab Board ("Newport Fab Carlyle Nominees" and, collectively with the Specialtysemi Carlyle Nominees, the "Carlyle Nominees").

  • The Stockholders and Specialtysemi agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Specialtysemi Stock, CP III shall be entitled to appoint the Carlyle Designated Directors to serve as members of the Specialtysemi Board (the "Specialtysemi Carlyle Nominees").

Related to Carlyle Nominees

  • Carlyle means Carlyle Investment Management, LLC.

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Warburg Pincus CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus".

  • TPG has the meaning set forth in the preamble.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.