Carry Vehicle definition
Examples of Carry Vehicle in a sentence
Following the second (2nd) anniversary of the consummation of an IPO of Laureate, any Securityholder that ceases to beneficially own, or any Carry Investor that ceases to have a Carry Vehicle hold Apportioned Interests on its behalf equal to, at least one percent (1%) of the outstanding Laureate Common Equity may elect to cease being a Securityholder and, following written notice to the Company to such effect, shall have no further rights or obligations under this Agreement.
Subject to Sections 8(b) and 10(b) hereof, the Corporation shall be entitled to rely exclusively on information provided by the applicable Carry Vehicle in determining the number of Registrable Securities beneficially owned by each Carry Investor and such information shall be determinative of all rights of such Carry Investor hereunder.
The Carry Vehicles and each of the other parties hereto agree that each Carry Investor shall have the power to exercise rights on behalf of, and without any additional consent or authorization of, its respective Carry Vehicle with respect to the Apportioned Holdings Interests held by such Carry Vehicle on behalf of such Carry Investor, including, without limitation, to the extent that any vote, approval or consent or any other action is required of such Carry Vehicle under this Agreement.
Any Person who at any time ceases to hold any Securities (or a fraction thereof) or ceases to have a Carry Vehicle hold Apportioned Interests (or any fraction thereof) shall have no further rights or obligations under this Agreement.
There is no outstanding Capital Stock of any Target Entity, Carry Vehicle or Advisory Client listed on Part II of Exhibit C that is not described in Section 4.10.1 of the Disclosure Letter.
There are no outstanding or authorized (or commitments to grant or issue) compensatory or other incentive equity or equity-linked interests with respect to the Capital Stock of any Target Entity, Carry Vehicle or Advisory Client listed on Part II of Exhibit C.
The term “Carry Vehicle Agreement” shall mean the operating agreement of each Carry Vehicle.