Examples of Quadrangle Entities in a sentence
Prior to the first anniversary of the First Public Offering (or earlier if requested by CVC Equity), the Board shall be expanded to eight members to include an additional Independent Director designated jointly by the Quadrangle Entities and the CVC Entities.
The Company and each Shareholder agree that the Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising the board of directors of each Subsidiary and each committee thereof that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01.
The required quorum for Board action shall consist of a majority of the directors in office, which such majority shall include at least one non-independent designee of the CVC Entities and at least one non-independent designee of the Quadrangle Entities, respectively, for so long as the CVC Entities and Quadrangle Entities, respectively, are entitled to designate one or more directors pursuant to the Shareholders Agreement.
Initially, the Quadrangle Entities will designate two Directors (Xxxxx X.
The Underwriter shall have received (i) an opinion, dated such Closing Date, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the GA Entities set forth on Schedule A, in the form as set forth on Exhibit B hereto, and (ii) an opinion, dated such Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Quadrangle Entities set forth on Schedule A, in the form as set forth on Exhibit B-1 hereto.
At such time as the Pro Rata Share of the Quadrangle Entities is less than 10% but greater than or equal to 5%, the Quadrangle Entities shall be entitled to designate not more than one Quadrangle Director.
To the extent that the Quadrangle Entities or the GA Entities are no longer entitled to designate any Director or committee member such Director or committee member shall be selected by the Board (upon recommendation of the nominating and corporate governance committee).
Xxxxxxxxx Fax: (000) 000-0000 with a copy to the Quadrangle Entities and the CVC Entities at the addresses listed below; if to any of the Quadrangle Entities, to: Quadrangle Capital Partners LP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxxx Xxxxxxx Fax: (000) 000-0000 with a copy to: Xxxxx Xxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X.
At such time as the Pro Rata Share of the Quadrangle Entities is less than 5%, the Quadrangle Entities shall not be entitled to designate any Quadrangle Directors.
The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation and any Institutional Shareholder (as such term is defined in Institutional and Management Shareholders Agreement, dated as of , 2007 among the Corporation, the Quadrangle Entities named therein, the GA Entities named therein and the Management Shareholders named therein (the “Shareholders Agreement”)).