KKR Investors definition
Examples of KKR Investors in a sentence
Upon the written request of the CD&R Investors or the KKR Investors, as applicable, each other Stockholder shall vote, or act by written consent with respect to, all Voting Securities beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such Stockholders and to elect any replacement Director designated as provided in this Section 2.1(e).
Unless the CD&R Investors or the KKR Investors shall otherwise request in writing, no other Stockholder shall take any action to cause the removal of any Directors designated by such Stockholders.
Facsimile: (000) 000-0000 and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxx Facsimile: (000) 000-0000 if to KKR Investors, to: Kohlberg Kravis Xxxxxxx & Co. L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxxxx X.
No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and signed by (i) the Company, (ii) the CD&R Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all CD&R Investors and (iii) the KKR Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all KKR Investors.
Notwithstanding Sections 2.4 and 2.5, at such time as the CD&R Investors or the KKR Investors, as applicable, together with their respective Affiliates, shall cease to own a number of shares of Common Stock equal to at least ten percent (10%) of the outstanding shares of Common Stock, the CD&R Investors or the KKR Investors, as applicable, shall cease to have any rights under Sections 2.4 and 2.5.
Upon the first date that the KKR Investors Beneficially Own less than 50% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the KKR Investors shall promptly cause one of the Stockholder Directors designated by the Stockholder on behalf of the KKR Investors to tender his or her immediate resignation from the Board.
This Agreement shall terminate on the earlier to occur of (i) such time as the KKR Investors no longer beneficially own on a collective basis at least 5% of the outstanding shares of Common Stock and (ii) the delivery of a written notice by KKR to the Corporation requesting that this Agreement terminate; provided, however, that such termination shall not affect rights or obligations expressly stated to survive such cessation of ownership of Common Stock.
Each of Parent and the Company hereby authorize the Stockholder, the KKR Investors and the GA Investors, to the extent required by applicable Law, to publish and disclose in any announcement or disclosure in any filing with any Governmental Entity (including the SEC) made in connection with the Merger, Parent’s and the Company’s identity and the nature of the Stockholder’s, the KKR Investor’s and the GA Investor’s obligations under this Agreement.
Each of the Stockholder, the KKR Investors and the GA Investors agree that it shall immediately cease and cause to be terminated, and cause its respective Affiliates and shall use its reasonable best efforts to cause its and its respective Affiliates’ Representatives to immediately cease and cause to be terminated, all discussions or negotiations with any Person conducted heretofore with any Person other than Parent and/or its Representatives with respect to any Company Acquisition Proposal.
None of the Corporation, the KKR Investors, nor any officer, director, stockholder, partner, employee or agent of any such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.