Examples of Major Holders in a sentence
From and after the Effective Date, each of the Initial Major Holders shall have the right to designate one (1) individual (each, an “Observer”) to attend all meetings of the Board solely in a non-voting observer capacity; provided that an Initial Major Holder shall only have the right to designate an Observer for so long as such Initial Major Holder also has the right to nominate and elect a director pursuant to Section 2(a)(ii)(1), (2) or (3), as applicable.
Notwithstanding anything contained in this Section 12, an Offer may not be delivered during a Blackout Window, except with the prior written consent of each of the Major Holders of a Holder Group which is then entitled to appoint at least one Manager under Section 6.4(a)(i) or Section 6.4(a)(ii) (other than the Selling Holder, if applicable).
In connection with any Offer in respect of which the Participation Condition is satisfied, the Company and Selling Holder shall cooperate with the Major Holders participating in such Offer and take such action as are reasonably necessary to effect such purchase in compliance with all applicable laws (including securities laws).
If any Major Holder fails to elect to purchase its Pro Rata Fraction of such Offered Units, such Major Holder shall not be entitled to purchase any Offered Units in such Offer and, subject to the satisfaction of the Participation Condition, the Company shall allocate any remaining amount among those Major Holders who have indicated in their Election Notice a desire to purchase Offered Units in excess of their respective Pro Rata Fraction.
In the event that the Selling Holder delivers a copy of an Offer to the Company, the Company shall, prior to delivering copies of such Offer to such Major Holders, evaluate whether, to the Company’s knowledge, the Selling Holder or any such Major Holder is then in possession of any “material nonpublic information” regarding the Company (“MNPI”).