Principal Stockholder Party definition
Examples of Principal Stockholder Party in a sentence
Notwithstanding the foregoing and subject to Section 4.3(a) hereof, the Company shall not be required, within any six-month period, to effect more than one Demand Registration for the account of any Principal Stockholder Party (including for purposes of this calculation any Demand Registration in which a Principal Stockholder Party participates pursuant to Section 4.1(a)(i)(C) hereof) .
At any time after the Company files with the SEC the Registration Statement for a Demand Registration and prior to such Registration Statement being declared effective by the SEC, the Company, if requested in writing by the Initiating Party (with the consent, not to be unreasonably withheld, of the other Principal Stockholder Party, if the other Principal Stockholder Party participates in the offering pursuant to Section 4.1(a)(i)(C) hereof), shall promptly withdraw such registration.
Each Principal Stockholder Party may assign its registration rights under this Article IV, in whole or in part, to any Person to which such Stockholder Party Transfers any Registrable Securities (a "TRANSFEREE"); PROVIDED, HOWEVER, that (i) the Registrable Securities so Transferred constitute at least 5% of the then-outstanding shares of Common Stock, and (ii) such Transferee enters into a written assumption agreement with respect to all such obligations so assumed.
In addition, the General Partner may, with the consent of each Principal Stockholder Party and the consent of Partners holding at least 66 2/3% of the outstanding Common Units, require all Partners to Transfer in an Exchange Transaction all Common Units held by them; provided that the prior written consent of each Principal Stockholder Party affected by any such proposed Transfer will be required.
This Article II shall terminate at such time, if any, as either Principal Stockholder Party is the beneficial owner of less than 5% of the then-outstanding shares of Common Stock.
If the Demand Registration involves an underwritten offering, the Initiating Party (with the consent, not to be unreasonably withheld, of the other Principal Stockholder Party, if the other Principal Stockholder Party participates in the offering pursuant to Section 4.1(a)(i)(C) hereof) shall have the right to select one or more underwriters to act as lead underwriters of such underwritten offering.
Each Principal Stockholder Party may at any time notify the Company and the other Stockholder Parties in writing of its desire to remove any of its designees from the Board of Directors, in which case the Company shall take the actions specified in Sections 2.2(c) and 2.2(f) hereof and the other Stockholder Parties shall take the actions specified in Section 2.4 hereof.
In the case of any Partners other than a Principal Stockholder Party, any such Incentive Unit Exchange shall be effected in compliance with reasonable policies that the General Partner may adopt or promulgate from time to time in its sole discretion.
If, prior to his or her election to the Board of Directors, any Nominee shall become unable to serve as a director of the Company, the Principal Stockholder Party who so designated such Nominee shall be entitled to designate a replacement, who shall then be a Nominee for purposes of Section 2.2(a) or 2.2(b), as the case may be.