Examples of Deere Investor in a sentence
If the CD&R Investor and the Deere Investor fail to resolve such Dispute during such period, then the matter shall be submitted to Xxxx X.
Deere Investor, SiteOne Holding LLC, formerly known as JDA Holding LLC (“JDA”), SiteOne Landscape Supply LLC, formerly known as Xxxx 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.
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 Indemnifying Party will require its successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Deere Investor and its counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as such Indemnifying Party would be required to perform if no such succession had taken place.
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.
The Consulting Fee may not be decreased without the prior written consent of Deere Investor and other than in compliance with Section 2.10 of the Stockholders Agreement.
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.
The Company, Midco, Bidco, JDA and OpCo (on behalf of themselves and the other members of the Company Group) hereby acknowledge and agree that the services provided by Deere Investor hereunder, including the Consulting Services, are being provided subject to the terms of this Agreement (including, without limitation, Section 7) and the Deere Indemnification Agreement.
The Consulting Fee may be increased only by the Company and in compliance with Section 2.10 of the Stockholders Agreement, dated as of the date hereof, by and among the Company, Deere Investor, CD&R Investor, and the other stockholder parties thereto (the “Stockholders Agreement”).