Examples of Rights Transferee in a sentence
Following an Assignment in Whole, such Complete Rights Transferee may assign, in whole, but not in part, its rights under this Agreement to any Person to whom such Complete Rights Transferee Transfers 100% of the Common Shares acquired by such Complete Rights Transferee pursuant to the transaction, or series of related transactions, giving rise to the Assignment in Whole.
Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under this Agreement as a Principal Stockholder (including, without limitation, its Board Quorum Rights, Board Rights, Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Consent Action Rights, Tag-Along Rights, Registration Rights, Preemptive Rights, Inspection Rights and Information Rights) to any Complete Rights Transferee (an “Assignment in Whole”).
For the avoidance of doubt and subject to Section 10(c), the grant of the Partial Rights Transferee Rights to any Partial Rights Transferee pursuant to this Section 10(d) in and by itself shall not cause the loss of any such rights by the assigning Principal Stockholder.
For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 5% or more, the Company shall furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), as promptly as practicable, but in any event within five days after adoption by the Board, the Business Plan.
The Company will also furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), within a reasonable time after its preparation, any amendment to such previously delivered Business Plan.
Notwithstanding the foregoing, (i) the CD&R Investor may assign any of its rights, interests and obligations hereunder to any Permitted Rights Transferee, and (ii) in the event of any such assignment, such assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned.
In the event the Undersigned is a Complete Rights Transferee, the Undersigned hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Stockholder Agreement, including those applicable to Principal Stockholders.
Except as set forth in Section 2 of the Stockholder Agreement, the immediately preceding sentence shall be the exclusive means for a stockholder (other than a Principal Stockholder or Partial Rights Transferee pursuant to a Director Nomination Right) to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before a special meeting of stockholders.
This Section 5.2 may not be amended, modified or repealed without the prior written consent of each Principal Stockholder and Partial Rights Transferee entitled to nominate a Director pursuant to Section 2 of the Stockholder Agreement.
In the event the Undersigned is a Partial Rights Transferee, the Undersigned hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Stockholder Agreement, including those applicable to Partial Rights Transferees.