First Reserve Group definition

First Reserve Group means, collectively, First Reserve and its Affiliates; provided, however, that a Person shall not be deemed a member of the First Reserve Group if the only reason that such Person would be deemed an Affiliate of First Reserve is because it is (a) a limited partner of First Reserve, (b) an operating company in which First Reserve (and/or any other fund or funds similar to First Reserve that is controlled by, controlling or under common control with First Reserve) has an investment, but in which First Reserve and such other funds do not, in the aggregate (i) have at least a majority of the voting power (defined in a manner consistent with the definition of Voting Power set forth herein with respect to the Company) of the securities of such operating company, or (ii) the contractual right to designate at least a majority of the members of the board of directors (or similar governing body) of such operating company, or (c) an Affiliate of an operating company described in clause (b) who is not otherwise an Affiliate of the First Reserve Group.
First Reserve Group shall have the meaning set forth in the Shareholders Agreement.
First Reserve Group means the entities listed on the signature pages hereto under the heading “First Reserve Group” and their respective Restricted Transferees and permitted assigns.

Examples of First Reserve Group in a sentence

  • To the extent the rights under Section 5.2(a) of this Agreement are assigned to multiple Holders, all rights hereunder that may be exercised by the First Reserve Group may only be exercised by one or more Holders holding 50% or more of the Registrable Securities in the aggregate.

  • First Reserve covenants that it shall not, and that no other member of the First Reserve Group that it controls shall, join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person, for the purpose of acquiring, holding, voting or disposing of any Company Securities, other than the First Reserve Group itself.

  • The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Securities being made to a Person who is not then a member of the First Reserve Group in compliance with the provisions of this Agreement.

  • First Reserve hereby agrees that it and each member of the First Reserve Group that it controls shall not take any action, or solicit proxies in any fashion, inconsistent with the provisions of this Section 3.3.

  • Other than with respect to the provisions of the Registration Rights Agreement, which shall be governed by Section 5.5(d), this Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the holders of a majority of the Company Securities held by the First Reserve Group or, in the case of a waiver, by the party waiving compliance.

  • If at any time more than one member of the First Reserve Group shall be the owner of Company Securities, First Reserve shall have the right set forth in subparagraph (i) of this Section 2.1(a) and may delegate (with notice to the Company) any of the rights set forth in subparagraph (ii) of this Section 2.1(a) to the extent deemed advisable by First Reserve in order to comply with laws and regulations applicable to the First Reserve Group and the members thereof.

  • For so long as the Purchaser or any of the First Reserve Group Own Company Securities, the Company and Twin shall and shall cause each of their Subsidiaries to comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, Environmental Laws, except where failure to comply will not have a Material Adverse Effect.

  • The 1,250 shares of Amethyst Common Stock so surrendered by First Reserve represent all the capital stock of Amethyst beneficially owned by any member of the First Reserve Group.

  • Notwithstanding the foregoing, the provisions of this Section 3.5 shall terminate upon the earlier of the fifth anniversary of this Agreement or such time as the First Reserve Group beneficially owns less than 15% of the Voting Power.

  • Superior agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Superior Securities being made to a Person who is not then a member of the First Reserve Group in compliance with the provisions of this Agreement.


More Definitions of First Reserve Group

First Reserve Group means the funds and other entities associated with First Reserve Management, L.P or any of its affiliates.
First Reserve Group means First Reserve and their Affiliated investment funds and other investment vehicles.
First Reserve Group means, collectively, the First Reserve Funds and their respective Affiliates; provided, however, that a Person shall not be deemed a member of the First Reserve Group if the only reason that such Person would be deemed an Affiliate of the First Reserve Funds is because it is (a) a limited partner of either or both of the First Reserve Funds, (b) an operating company in which either or both of the First Reserve Funds (and/or any other fund or funds similar to the First Reserve Funds that is controlled by, controlling or under common control with the First Reserve Funds) have an investment, but in which the First Reserve Funds and such other funds do not, in the aggregate (i) have at least a majority of the voting power (defined in a manner consistent with the definition of Voting Power set forth herein with respect to Superior) of the securities of such operating company, or (ii) the contractual right to designate at least a majority of the members of the board of directors (or similar governing body) of such operating company, or (c) an Affiliate of an operating company described in clause (b) who is not otherwise an Affiliate of the First Reserve Group.
First Reserve Group means each of First Reserve Fund VIII, L.P., First Reserve Corporation and each of their respective officers, directors, employees, Subsidiaries and Affiliates (including any private equity fund managed by First Reserve Corporation or its Affiliates other than the Corporation and its Subsidiaries.
First Reserve Group means the Stockholders listed on the signature pages hereto under the heading “First Reserve Group” and their respective successors and permitted assigns.