P2 Parties definition
Examples of P2 Parties in a sentence
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.
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.
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.
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.
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).
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.
No modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Stockholder unless such modification, amendment or waiver is approved in writing by (A) the Company, (B) the GSCP Parties, if the GSCP Parties hold at least twenty percent (20%) or more of the outstanding Common Stock and (C) the P2 Parties, if the P2 Parties hold at least twenty percent (20%) or more of the outstanding Common Stock.
The Stockholders shall not approve or consummate any Change of Control Transaction, unless following such Change of Control Transaction, if the GSCP Parties have preemptive rights, then the P2 Parties shall have identical preemptive rights for so long as the P2 Parties hold more than five percent (5%) of the outstanding Voting Shares.
Following an IPO, the P2 Parties and the GSCP Parties shall reasonably coordinate and cooperate with one another in connection with sales of Equity Securities pursuant to Rule 144 of the Securities Act.
Following the Transfer Restriction Date, subject to compliance with the remaining subsections of this Section 4 and compliance with the provisions of Section 5 and the provisions of Section 6 (in each case, if applicable), the P2 Parties may freely Transfer Equity Securities to any Person(s).