Examples of PCP Entities in a sentence
Upon exercise by the PCP Entities of their right pursuant to Section 7.2 or 7.4 of the Securities Purchase Agreement, the PCP Entities shall cause all of the PCP Directors to immediately resign as members of the Board of Directors of the Company.
From and after the Initial Closing Date, all consents, waivers, amendments or other actions on the part of the Company under the Securities Purchase Agreement and the other agreements with the PCP Entities contemplated by the Securities Purchase Agreement shall be undertaken under the direction of a majority of the Board of Directors (excluding for such purposes the PCP Directors and any other directors Affiliated with either PCP Entity).
Prior to making any filings required by Sections 13 of the Securities Exchange Act of 1934, as amended, each of the PCP Entities and Penske, on the one hand, and Mitsui, on the other hand, shall provide the other parties with a reasonable opportunity to review such filings and comment thereon.
Provided that the PCP Entities and Penske are in compliance with the agreements set forth in Section 2.1 hereof, Mitsui shall, in connection with any such shareholder election of directors, vote all of the voting securities of the Company Beneficially Owned by it in favor of up to 14 persons (not including the Mitsui representative referred to in Section 2.1) voted for by the PCP Entities and Penske for election as directors of the Company.
In connection with any shareholder election of directors of the Company, unless Mitsui has declined to put forward such a representative, the PCP Entities and Penske shall vote all of the voting securities of the Company Beneficially Owned by them in favor of one (1) representative of Mitsui, and shall use their best efforts to cause one (1) representative of Mitsui to be elected as a director of the Company.
L.C. each agrees not to Transfer any interest in the PCP Entities or Restricted Securities, except for a Management Incentive Transfer.
Such notices, demands and other communications shall be sent to the parties at the addresses indicated below: If to Penske or the PCP Entities: c/o Penske Corporation 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 Attention: General Counsel Telecopy: (000) 000-0000 If to Mitsui Japan: Mitsui & Co., Ltd.
The Company shall effect a total of two (2) shelf registrations pursuant to Rule 415 of the Securities Act (or other applicable rule) of the capital stock of the Company held by the PCP Entities for the respective account of each of JPMP and AON, in accordance with the provisions of the Registration Rights Agreement, a form of which is attached hereto as Exhibit A.
Prior to making any filings required by Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, each of the PCP Entities, JPMP and AON shall provide such other parties with a reasonable opportunity to review such filings and comment thereon.
Notwithstanding anything contained herein to the contrary but subject to the terms and provisions of the Direction Letters, the PCP Entities shall not take any action for, or exercise any right on behalf of, JPMP or AON without the prior direction or approval of JPMP or AON, as applicable, and the PCP Entities agree to take all necessary actions to effectuate the terms of this Agreement on behalf of JPMP and AON or otherwise.