Examples of Providence Parties in a sentence
The provisions of Section 4.4 shall terminate upon the date on which the GSCP Parties and the Providence Parties cease to hold collectively at least a majority of the outstanding Company Shares.
The provisions of this Article IV (other than Section 4.4) shall terminate and be of no further force and effect upon the earlier of (i) the fifth anniversary of the IPO or (ii) the date on which the GSCP Parties and the Providence Parties cease to hold collectively at least 25% of their aggregate Initial Post-IPO Share Ownership.
Notwithstanding the foregoing, no Drag-Along Election may be made (i) without the approval of the GSCP Parties so long as the GSCP Parties collectively hold at least 25% of their aggregate Initial Post-IPO Share Ownership and (ii) without the approval of the Providence Parties so long as the Providence Parties collectively hold at least 25% of their aggregate Initial Post-IPO Share Ownership.
For so long as the Providence Parties are entitled to designate at least one director for election to the Board of Directors pursuant to Section 3.1(a), the Providence Parties shall have the right to have at least one (1) of its designated directors on each committee (with the exception of the Audit Committee) of the Board of Directors of the Company, to the extent such directors are permitted to serve on such committees under SEC and Nasdaq rules applicable to the Company.
The Company grants the GSCP Parties, the Providence Parties, the Leeds Parties and their respective Affiliates permission to use the Company’s name and logo in marketing materials of such Shareholder or any of its Affiliates.
The Company acknowledges that the provisions of Section 3 of this Agreement, including the GSCP Institutional Letter Agreement, the Providence Letter Agreement and the Leeds Letter Agreement, are intended to provide the GSCP Parties (or a GSCP Governance Rights Assignee, if applicable), the Providence Parties (or a Providence Governance Rights Assignee, if applicable) and Leeds with “contractual management rights” within the meaning of ERISA and the regulations promulgated thereunder.
This Agreement may not be assigned by the Company, without the prior written consent of the GSCP Parties and the Providence Parties.
To the extent required by law or requested by the Providence Parties, the Stockholders will cooperate with each other, and as reasonably necessary with the Company, with respect to any filings that may be required to be made jointly under the Securities Act or the Exchange Act.
No Third Party Beneficiaries 22 THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [•], 2009, is made by and among the GSCP Parties, the Providence Parties, the Leeds Parties (each as defined herein) and the other shareholders that are signatories hereto (collectively, the “Shareholders”), and Education Management Corporation, a Pennsylvania corporation (the “Company”).
In addition, each of the Stockholders will consult with the Providence Parties, and as reasonably necessary with the Company, prior to making any filings under the Securities Act or the Exchange Act in advance of making any such filings in order to provide the Providence Parties sufficient and appropriate time to discuss any such proposed filings with such Stockholder.