Examples of H&F Entities in a sentence
The Company agrees with each of the Sponsors that for so long as both the Carlyle Entities and the H&F Entities have the right to nominate at least one Director pursuant to this Section 2.1, if any H&F Nominee or Carlyle Nominee serves on the board of directors (or equivalent governing body) of any Subsidiary of the Company, then unless otherwise agreed by the Sponsors, the Company shall cause such board of directors (or equivalent governing body) to be comprised of the same members as the Company Board.
As a condition to such reimbursement, the H&F Entities and the SLP Entities must provide invoices and receipts or other reasonable evidence of having incurred said expenses.
It is contemplated that, on or promptly following the Acquisition Closing Date (as defined below) Norway SPV will transfer to the H&F Entities and the SLP Entities the Series A Notes and the Warrants acquired by Norway SPV under the Securities Purchase Agreement.
Prior to the execution of this Agreement, the Board of Directors has taken all action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Transactions and/or the distribution by the Purchaser of the Notes and the Warrants to the H&F Entities and the SLP Entities without any further action on the part of the stockholders of the Issuer or the Board of Directors.
In addition, pursuant to the Securities Purchase Agreement, the Company has agreed to issue Warrants (as defined below) to Norway SPV which give Norway SPV the right to acquire an aggregate of 2,753,448 shares of Common Stock, and pursuant to the Amendment Agreement, the Company has agreed to issue Warrants to the H&F Entities which give them the right to acquire an aggregate of 2,209,052 shares of Common Stock.
Except as set forth in this Offer to Purchase, none of Parent, Purchaser, the H&F Entities or H&F nor, to the best knowledge of Parent, Purchaser, the H&F Entities or H&F, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with At Home or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer.
Except as required by law, while the Voting Agreements are in effect, the Company shall not at any time or in any manner (a) defer or delay effecting any registration requested by the SLP Entities and/or the H&F Entities pursuant to Section 2.1(e)(iv) of the Registration Rights Agreement, or (b) discontinue any registration of the Company’s securities which is being effected pursuant to Section 2.1 of the Registration Rights Agreement.
Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Parent, Purchaser, the H&F Entities or H&F, or their subsidiaries, nor, to the best knowledge of Parent, Purchaser, the H&F Entities or H&F, any of the persons listed in Schedule I to this Offer to Purchase, has any present or proposed material agreement, arrangement, understanding or relationship with At Home or any of its executive officers, directors, controlling persons or subsidiaries.
The name, citizenship, business address, business phone number, principal occupation or employment and five-year employment history for each of the directors, executive officers and control persons of Parent, Purchaser, H&F Entities and H&F, and certain other information are set forth in Schedule I to this Offer to Purchase.
None of the persons listed in Schedule I has, to the knowledge of Parent, Purchaser, the H&F Entities or H&F, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).