CD&R Investors definition
Examples of CD&R Investors in a sentence
If the Company determines within the First Refusal Period that it does not wish to exercise its right to purchase all of the Offered Shares, the CD&R Investors shall have the right to purchase all or any portion remaining of the Offered Shares specified in such notice, at the Offer Price and on the Offer Terms, and any such purchase shall be settled at the time and in the manner specified in Section 8(d) hereof.
At the closing, (i) the Company or the CD&R Investors, as the case may be, shall, subject to Section 5(e), pay the Purchase Price to the Employee and (ii) if the Employee actually holds any certificates or other instruments representing the Shares so purchased, the Employee shall deliver to the Company such certificates or other instruments, appropriately endorsed by the Employee or directing that the shares be so transferred to the purchaser thereof, as the Company may reasonably require.
By entering into this Agreement and purchasing the Shares, the Employee hereby irrevocably grants to and appoints the CD&R Investors collectively (to act by unanimous consent) as such Employee’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Employee, to vote or act by unanimous written consent with respect to such Employee’s Shares.
Prior to a Public Offering, the Company shall give prompt written notice to the CD&R Investors of any termination of the Employee’s employment with the Company and of the Company decision whether or not to purchase Shares pursuant to Section 5(a).
The Employee acknowledges and agrees that the CD&R Investors may allocate and assign their purchase rights under this Section 5, as among themselves and the other Investors, in such manner as they, in their sole discretion, may agree from time to time.