Examples of Executive Holdco in a sentence
The Company has entered into and shall at all times maintain in effect an indemnification agreement with each SL Director and Executive Director in such form as has been previously agreed to by each of the Company and Silver Lake or Executive Holdco, as applicable.
This Agreement or any provision thereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by (1) (i) the Company, (ii) Executive Holdco and (iii) Silver Lake on behalf of the SL Parties and (2) solely to the extent such amendment by its terms substantively and materially increases the obligations of any other party hereunder, such other party.
If, at any time, Executive Holdco no longer has the right to designate any directors for nomination to the Board or Governing Body and Silver Lake no longer has the right to designate any directors for nomination to the Board or Governing Body, then any Stockholder may transfer the shares of Class Y Common Stock held by such Stockholder to the Company for no consideration, upon which transfer such shares of Class Y Common Stock shall be retired by the Company pursuant to Section 6.3 of the Company Charter.
The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights.
The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter.
The parties hereto shall vote all of their Company Securities and execute proxies or written consents, as the case may be, and shall take all Necessary Action reasonably available within their power, to ensure that the Company Charter, Company By-laws and Executive Committee Charter each (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit the SL Parties and Executive Holdco to receive the benefits to which they are entitled under this Agreement.
By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Stockholders Agreement, dated as of , 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”) by and among Endeavor Group Holdings, Inc., Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Executive II Holdco, LLC, The Xxxxx X.
Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date.
The parties hereto acknowledge and agree that the Company Charter, in the form attached hereto as Exhibit I, Company By-laws, in the form attached hereto as Exhibit II, and the Executive Committee Charter, in the form adopted as of ___, 2021, (x) do not conflict with any provision of this Agreement and (y) permit the SL Parties and Executive Holdco to receive the benefits to which they are entitled under this Agreement.
No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date.