Examples of KEP V in a sentence
Xxx Equity Fund IV, L.P. and certain of its related parties (collectively, "THL") pursuant to a Stock Purchase Agreement, dated as of January 4, 2000, by and among the Company, THL, Xxxxx Investment Associates V, L.P. ("KIA V") and Xxxxx Equity Partners V, L.P. ("KEP V" and together with KIA V, "XXXXX"), the Selling Stockholder and the other parties thereto (the "PURCHASE AGREEMENT").
This Agreement has been duly and validly executed and delivered by each of KIA V, KEP V and each Individual Stockholder and constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.
Each of KIA V and KEP V has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
An "Excluded Transaction" shall mean any Transfer by KIA V or KEP V or any of their Permitted Transferees to any affiliate (as defined in the Stockholders Agreement), any Permitted Transferee thereof or the Company, or pursuant to a bona fide public offering 296178.02-New York S2A pursuant to an effective registration statement, other than a registration statement on Form S-4 or S-8 or any successor forms, under the Securities Act of 1933, that covers shares of Common Stock or Class A Common Stock.
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Each of KIA V and KEP V has full authority to enter into and perform all of its respective obligations under this Agreement and to carry out the transactions contemplated hereby.
Prior to the Conversion Date, Xxxxx shall have only those approval rights it had under Section 10.1 of the Amended and Restated Stockholders' Agreement, dated as of July 21, 1999, by and among the Company, KIA V, KEP V and the other stockholders party thereto (which agreement was terminated on the Closing Date).
Each of KIA V and KEP V is the lawful owner of and has full authority to own the shares of Class B Common Stock and Class C Common Stock owned by it as set forth on Schedule 1 and, as of the Closing Date, has good title thereto, free and clear of all liens, claims, restrictions, limitations, security interests and encumbrances of any kind.
An "Excluded Transaction" shall mean any Transfer by KIA V or KEP V or any of their Permitted Transferees to any affiliate (as defined in the Stockholders Agreement), any Permitted Transferee thereof or the Company, or pursuant to a bona fide public offering pursuant to an effective registration statement, other than a registration statement on Form S-4 or S-8 or any successor forms, under the Securities Act of 1933, that covers shares of Common Stock or Class A Common Stock.
Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors share investment and voting power along with the other general partners with respect to shares of our common stock owned indirectly by KIA V and KEP V through Endo Pharma LLC, but disclaim beneficial ownership of such securities except to the extent of each individual’s pecuniary interest.