Deere Investor definition
Examples of Deere Investor in a sentence
Deere Investor, SiteOne Holding LLC, formerly known as JDA Holding LLC (“JDA”), SiteOne Landscape Supply LLC, formerly known as ▇▇▇▇ Deere Landscapes LLC (“OpCo”), SiteOne Landscape Supply Bidco, Inc., formerly known as CD&R Landscapes Bidco, Inc.
CD&R Investor and Deere Investor agree to use their commercially reasonable efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as members of the Board.
If the CD&R Investor and the Deere Investor fail to resolve such Dispute during such period, then the matter shall be submitted to ▇▇▇▇ ▇.
For the avoidance of doubt, any Transfer of Equity Securities owned by Deere Investor to a Permitted Affiliated Transferee that is otherwise permitted or required under this Agreement may be accomplished indirectly by means of the Transfer of equity interests in Deere Investor to such Permitted Affiliated Transferee, and the indirect Transferee of such Equity Securities may and shall satisfy the applicable conditions set forth in this Agreement.
Each of the Company, Midco, Bidco, JDA and OpCo acknowledges and agrees that (i) Deere Investor will rely on the Information and on information available from generally recognized public sources in performing the services hereunder and (ii) Deere Investor does not assume responsibility for the accuracy or completeness of the Information and such other information.
Deere Investor will devote such time and efforts to the performance of the services contemplated hereby as Deere Investor deems reasonably necessary or appropriate, provided that no minimum number of hours is required to be devoted on a weekly, monthly, annual or other basis.
The parties acknowledge and agree that Deere Investor shall perform the services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel and those of its controlled Affiliates.
As compensation for the Consulting Services, the Company shall, or shall cause one or more other members of the Company Group to, on behalf of the members of the Company Group, pay Deere Investor a fee equal to $700,000 per year (the “Consulting Fee”), one quarter of which shall be payable quarterly in advance on the fifth day of each January, April, July and October (each, an “Consulting Services Payment Date”).
This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by the Company Entities without the prior written consent of Deere Investor.
Deere Investor hereby agrees, during the term of this Agreement, to provide the members of the Company Group with the Consulting Services as may reasonably be requested from time to time by the board of directors (the “Board”) of the Company and agreed to by Deere Investor.