Silver Lake Designee definition
Examples of Silver Lake Designee in a sentence
If Silver Lake requests that any Silver Lake Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and all of the Shareholders shall take all actions provided for under the terms of the Shares held by them necessary to effect such removal upon such request.
Initially, the Silver Lake Designee shall be ▇▇▇▇ ▇▇▇▇▇▇ and SAP shall take all actions necessary, including calling special Board and stockholders meetings to cause ▇▇▇▇ ▇▇▇▇▇▇ to be appointed as a member of the Company Board, effective immediately following Closing (as defined in the Silver Lake Stock Purchase Agreement).
If the Silver Lake Designee is not elected to serve as a director of the Company Board, the Company Board shall take all lawful actions to appoint the Silver Lake Designee as a director of the Company Board, including increasing the size of the Company Board and appointing the Silver Lake Designee to fill the vacancy created by such increase.
For so long as Silver Lake is entitled to designate the Silver Lake Designee pursuant to this Section 2.2, SAP agrees to vote (and to act by written consent with respect to) all Equity Securities then owned by it or its Affiliated Companies (or as to which they then have voting power) to remove the individual serving as the Silver Lake Designee as a director of the Company, with or without cause, only upon the written request of Silver Lake.
Except as otherwise required by applicable law, SAP shall not take any action to cause, directly or indirectly, the removal of the Silver Lake Designee, unless it is directed to do so by Silver Lake.
The Company hereby acknowledges that the Silver Lake Designee may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or its Affiliates (collectively, the “Secondary Indemnitors”).
The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Silver Lake Designee against the Company.
If such proposal is not accepted by the shareholders, the Company shall use its best efforts, to the extent permitted by applicable law, to cause the Board of Directors to recommend against supporting the appointment, in replacement of the Silver Lake Designee Director removed, of any director who is not a Silver Lake Designee.
For so long as the Silver Lake Stockholders are entitled to designate three (3) Directors, one (1) Silver Lake Designee shall be an Independent Director, provided that, if the Silver Lake Stockholders are entitled to designate less than three (3) Directors, no Silver Lake Designee need be an Independent Director.
Finally, the prior consent of at least six of the nine (or ten, as the case may be) Directors (including the affirmative vote of each of the Silver Lake Designee and the TPG Designee and other than the Chief Executive Officer, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer.