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 Xxxx Xxxxxx and SAP shall take all actions necessary, including calling special Board and stockholders meetings to cause Xxxx Xxxxxx 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.
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.
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.
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.
So long as there shall be a Silver Lake Designee Director, the Company agrees to maintain directors’ and officers’ insurance for such Director in an amount not less than the amount of coverage provided from time to time for other non-executive members of the Board of Directors.
Upon any such designations by the applicable Stockholders, the Board may act to fill any applicable vacancies with a Silver Lake Designee, Riverwood Designee, Level Equity Designee, TPG Designee, EB Designee or CEO Designee, as applicable (serving in the same class as the predecessor).
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.