Examples of Key Investor in a sentence
If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing.
The parties hereto acknowledge and agree that all rights and privileges (including approvals and consents and rights to provide or withhold approval or consent) that may be exercised hereunder by a Key Investor (as defined below) may be exercised by such Key Investor on behalf of itself and on behalf of any Affiliate of such Key Investor, and each Key Investor may apportion any such rights to its Affiliates as the Key Investor deems appropriate.
Each Group Company shall, and the Founders shall cause each Group Company to, permit each Key Investor to, during normal business hours following reasonable notice, (i) visit and inspect any Group Company and any Group Company’s properties, (ii) examine the books of account and records of any Group Company, and (iii) discuss the affairs, finances and accounts of any Group Company with the directors, officers, management, employees, accountants, legal counsel and investment bankers of such entities.
At the request of any Key Investor, the number of directors on the board of any Group Company (other than the Company) shall be constituted in the same manner as the Board, and the provisions in this Article 2 shall apply mutatis mutandis to the board of directors of each Group Company.
Subject to applicable law, the Company shall reasonably assist the Key Investor Stockholders, Xxxxxxxx, Constitution and Wafra in obtaining access to any data room and other materials made available by the seller (including, if applicable, the FDIC) in connection with each Potential Acquisition Transaction.
For the avoidance of doubt, the expenses of the Key Investor Stockholders shall be reimbursed (in an amount not to exceed $700,000 in the aggregate) in total before expenses of the Investor Stockholders will be reimbursed (in an amount not to exceed $153,500).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Key Investors whose securities are being sold pursuant to a Registration Statement may be given by each Key Investor with Registrable Securities being sold pursuant to such Registration Statement.
The Executive Committee shall consist of seven (7) members, four (4) of whom shall be independent or outside directors (and none of whom shall be an officer or salaried employee of the Corporation or its subsidiaries or an Investor Designee), two (2) of whom shall be Key Investor Designees, and one (1) of whom shall be the Chief Executive Officer.
Notwithstanding the foregoing, the Automatic Adjustment (as defined below) shall not require any consent of the Common Stockholders, Preferred Stockholders, Warrantholders, Key Investors, Key Investor Deciders or any other Person.
The Company agrees to keep the Key Investor Stockholders, Xxxxxxxx, Constitution and Wafra informed with respect to all Potential Acquisition Transactions, subject to the conditions in Section 6.01.