LGP Stockholders definition
Examples of LGP Stockholders in a sentence
It is hereby acknowledged and agreed that the fact that a particular LGP Stockholders’ Designee is an Affiliate, director, professional, partner, member, manager, employee or agent of the LGP Stockholders or is not an independent director shall not in and of itself constitute an acceptable basis for such determination by the Board of Directors.
If at the time of such request the Company is a WKSI, such shelf registration may, at the request of such LGP Stockholders, cover an unspecified number of Shares to be sold by the Company and the Stockholders.
In order for one or more LGP Stockholders to exercise their right to demand that a registration statement be filed, they must so notify the Company in writing indicating the number of Shares sought to be registered and the proposed plan of distribution.
The Company shall and shall cause its subsidiaries to keep the LGP Stockholders informed, on a current basis, of any events, discussions, notices or changes with respect to any criminal or regulatory investigation or action involving the Company or any of its subsidiaries, so that the LGP Stockholders and their respective Affiliates will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such investigation or action.
An individual designated by the LGP Stockholders for election (including pursuant to Section 4.1(b)) as a director shall comply with any applicable requirements of the charter for, and related guidelines of, any committee of the Board of Directors responsible for nominating directors (such committee, a “Nominating Committee”).
Percentage Number of Directors 70% or greater 3 Less than 70% but greater than or equal to 40% 2 Less than 40% but greater than or equal to 10% 1 Less than 10% 0 Upon any decrease in the number of directors that the LGP Stockholders are entitled to designate for election to the Board of Directors, the LGP Stockholders shall use their reasonable best efforts to cause the appropriate number of LGP Stockholder Designees to offer to tender his or her resignation.
The Company hereby grants the LGP Stockholders and their respective Affiliates permission to use the Company’s and its subsidiaries’ name and logo in marketing materials.
Subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, the LGP Stockholders shall have the right to have one (1) LGP Director appointed to serve on each committee of the Board for so long as the LGP Stockholders has the right to designate at least one (1) director for nomination to the Board.
Upon the demand of one or more LGP Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement.
Any shelf registration filed by the Company covering Shares (whether pursuant to a LGP Stockholder demand or at the initiative of the Company) will cover Shares held by each of the Stockholders (regardless of whether they demanded the filing of such shelf or not) up to an equivalent percentage of their original respective holdings as may be agreed upon by the demanding LGP Stockholders.