H&F Stockholders definition

H&F Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) those Persons which are listed as the H&F Stockholders on Exhibit A hereto and (ii) their Permitted Transferees pursuant to the definition of Permitted Transfer (other than the Company), as evidenced by an executed Joinder Agreement, indicating that such Permitted Transferee will be an H&F Stockholder.

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H&F Stockholders has the meaning set forth in the preamble.

H&F Stockholders means the Initial H&F Stockholders that hold Securities and any of their Affiliates or successors that hold Securities and have become parties to this Agreement pursuant to Article IX.

Examples of H&F Stockholders in a sentence

• If neither the GA Stockholders nor the HF Stockholders are entitled to participate in the nomination of any vacant Director position(s), such vacant Director position(s) shall be filled by the Board (upon the recommendation of the nominating committee of the Board, if then existing) in accordance with the Charter and this Agreement.

• The H&F Stockholders, Executive Stockholders and Read Trust Rollover Stockholders, in each case, may allocate the ability to exercise any rights of the H&F Stockholders, the Executive Stockholders or Read Trust Rollover Stockholders, respectively, under this Agreement in any manner among the H&F Stockholders, the Executive Stockholders or Read Trust Rollover Stockholders, respectively, that the H&F Stockholders, the Executive Stockholders or Read Trust Rollover Stockholders, respectively, see fit.

• If the number of Directors on the Board is increased pursuant to the proviso of the immediately preceding sentence, then the GA Stockholders and the HF Stockholders shall agree to proportionate increases to the number of Directors that each is entitled to nominate as set forth in Section 2.1(b) after giving effect to all such increases to the size of the Board.

• In the case of any director who is a partner or employee of any Affiliate of the H&F Stockholders, such reimbursement may be paid to any of the H&F Stockholders or their Affiliate.

• The initial Independent Director jointly nominated by the HF Stockholders and the GA Stockholders in accordance with Section 2.1(b)(iii) is ▇▇▇▇▇ ▇▇▇▇▇.

• All Registration Expenses incurred in connection with all registrations effected pursuant to Section 5.2, Section 5.3 or Section 5.4 or in connection with any other Transfer by the H&F Stockholders shall be borne or reimbursed by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes, underwriters’ discounts or selling commissions relating to Registrable Securities.

• The Tag-Along Seller shall instead be required to cooperate with the Other Stockholders in order to permit any Other Stockholder delivering a Tag-Along Notice to sell a proportionate amount of its Class A Shares, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller in such broker’s transaction.

• The Company will reimburse each of the GA Stockholders and the HF Stockholders for all reasonable out-of-pocket fees and expenses incurred by each in connection with the transactions contemplated by this Agreement.

• The Independent Director nominated in accordance with Section 2.1(b)(iii) shall be nominated by the GA Stockholders and the HF Stockholders delivering to the Company a written statement nominating such Independent Director.

• From time to time, at the reasonable request of the Company or the H&F Stockholders and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

More Definitions of H&F Stockholders

H&F Stockholders means the Initial H&F Stockholders that hold Securities and any of their Affiliates or successors that hold Securities and have become parties to this Agreement pursuant to Article IX. “Initial Public Offering” means the consummation of the initial underwritten public offering of Shares (or any other Securities) that is registered under the Securities Act. “Joinder Agreement” means a joinder substantially in the form of Exhibit A attached hereto or otherwise acceptable to the Company, the Board and the H&F Stockholders. “Necessary Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law) necessary to cause such specified result, including (i) voting or providing a written consent or proxy with respect to a Stockholder’s Shares (or any other voting Securities, if any) whether at any annual or special meeting, by written consent or otherwise, (ii) causing the adoption of stockholders’ resolutions and amendments to the certificate of incorporation, bylaws or equivalent governing document, (iii) causing members of the Board (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors) to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments necessary to achieve such specified result and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such specified result. “Non-H&F Stockholders” means each of the Stockholders other than the H&F Stockholders. “Partnership” means Crackle Holdings, L.P., a Delaware limited partnership. “Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of August 4, 2017, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. “Permitted Assignee” means: