Examples of Majority Sponsors in a sentence
The Majority Sponsors shall in good faith agree which of their respective Majority Sponsor Directors shall be so appointed.
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.
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.
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.
The Majority Sponsor(s) selling Registrable Securities in a Demand Registration will have the right to select the underwriter or underwriters to administer the offering, provided that such selection will be subject to the approval of the board of directors of the Company (the “Board”), which approval will not be unreasonably withheld.
Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of Delaware, provided that the Majority Sponsors or the Company may bring any such action, suit or proceeding against any other holder of Shares in any jurisdiction in which such holder is subject to personal jurisdiction.
The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Sponsors and the prior written consent of any Co-Investor that is unable to sell all Registrable Securities it requested to be included in such registration pursuant to Section 1.2 hereof.
Subsequent to the Recapitalization, PPD, and indirectly, Jaguar I, continue to be majority owned and jointly controlled by affiliates of the Majority Sponsors, both having invested from new investment funds into PPD.