Examples of P2 Parties in a sentence
Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the P2 Parties, this Agreement constitutes its legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms.
This Agreement has been duly and validly executed and delivered by each P2 Party, and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the P2 Parties enforceable against the P2 Parties in accordance with its terms.
Notwithstanding the foregoing, (x) direct or indirect Transfers of equity or other interests in each of the P2 Parties by its equityholders is not prohibited by this Section 4.1 and (y) each of the P2 Parties may make Transfers of Subject Shares as Parent may, in its sole discretion, agree in writing.
The P2 Parties have not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.
No broker, finder, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Company, Parent or Merger Sub is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the P2 Parties, on behalf of the P2 Parties.
Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the P2 Parties shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (which consent may be withheld in Parent’s sole discretion).
At any meeting of the Board of Directors, quorum shall consist of not less than a number of directors holding a majority of the votes held by all directors, at least one of whom shall be, for so long as he serves as a member of the Board, either Michael Grebe or Kenneth Sweder, and at least one of whom shall be a P2 Director for so long as the P2 Parties hold fifty percent (50%) or more of the number of aggregate Voting Shares held by the P2 Parties as of the P2 Closing Date.
Each of Parent and Merger Sub represent and warrant to the P2 Parties that: 3.1 Organization; Power and Authority.
At all meetings of the Board, a quorum shall consist of not less than a number of directors holding a majority of the votes held by all directors, at least one of whom shall be, for so long as he serves as a member of the Board, either Xxxxxxx Xxxxx or Xxxxxxx Xxxxxx, and at least one of whom shall be a P2 Director for so long as the P2 Parties hold fifty percent (50%) or more of the number of aggregate Voting Shares held by the P2 Parties as of the P2 Closing Date.
Notwithstanding the foregoing, a transaction will not constitute a “Change in Control” if, following the transaction, the Company will be beneficially owned directly or indirectly in substantially the same proportions (excluding beneficial ownership of the Company by any of the GSCP Parties or the P2 Parties by reason of their respective portfolio companies’ beneficial ownership of the Company) by the Persons who held the Company’s securities immediately before such transaction or any of their affiliates.