Majority Sponsors definition
Examples of Majority Sponsors in a sentence
Each Shareholder hereby grants to the Majority Sponsors an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Shareholder’s Shares in accordance with such Shareholder’s agreements contained in this Section 2.7.2, which proxy shall be valid and remain in effect until the provisions of this Section 2.7.2 expire pursuant to Section 2.9.
The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.1, shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof.
The Majority Sponsors shall in good faith agree which of their respective Majority Sponsor Directors shall be so appointed.
For the avoidance of doubt, the Majority Sponsors that do not have a Majority Sponsor Director on the Nominating and Corporate Governance Committee or the Remuneration Committee shall each be entitled to appoint a Board Observer to attend meetings of each such committee in accordance with Section 2.2(a) (provided that they meet the relevant shareholding requirement).
With respect to any Change in Control that has received the Majority Sponsor Approval required under Section 2.5.2, each Shareholder agrees to cast all votes to which such Shareholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Sponsors may instruct by written notice to approve, effect, or implement such approved transaction.
With respect to any Change in Control that has received the Majority Sponsor Approval required under Section 2.5.3, each Shareholder agrees to cast all votes to which such Shareholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Sponsors may instruct by written notice to approve, effect, or implement such approved transaction.
In the event of a Liquidity Event in which the Majority Sponsors realize an MoM that is equal to or greater than 3.0x, any unvested Performance-Based Units will receive 100.0% accelerated vesting.
Upon a determination by the Majority Sponsors to effect an Initial Public Offering, the Board and each other Member shall take such actions as are necessary to effect the Holdings IPO; provided that, if any of the foregoing actions requested to be taken would adversely impact any Investor Member in a manner differently than it impacts the requesting Investor Members, such action shall be subject to the prior approval of such other Investor Member, such approval not to be unreasonably withheld.
If the Majority Sponsors elect to exercise their -------- rights under this Section 3.2, a written notice (the "Drag Along Notice") shall be furnished by the Prospective Sponsor Sellers to each other holder of Shares.
For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Majority Sponsor or a Permitted Transferee of a Majority Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Majority Sponsors hereunder.