Examples of Silver Lake Director in a sentence
Subject to Section 2.1.4(d), for so long as the Company maintains the Audit Committee, it shall consist of at least one Silver Lake Director (but only if Silver Lake is then entitled to nominate at least one Silver Lake Director) and at least one Xxxxx Xxxxx Director (but only if Xxxxx Xxxxx is then entitled to nominate at least one Xxxxx Xxxxx Director).
If any two Xxxxx Xxxxx Directors (or, in the event Xxxxx Xxxxx is entitled to nominate only one Director, one Xxxxx Xxxxx Director) or any two Silver Lake Directors (or, in the event Silver Lake is entitled to nominate only one Director, one Silver Lake Director) wishes to call a special meeting of the Board, the Company shall take all such action as is necessary to cause the calling of a special meeting.
If requested by Silver Lake, the Company shall cause any executive committee, compensation committee, audit committee, investment committee, governance committee, nominating committee or other committee of the Board to include at least one Silver Lake Director.
For the avoidance of doubt, if any Lead Investor (including any Silver Lake Director, in the case of Silver Lake, or Xxxxx Xxxxx Director, in the case of Xxxxx Xxxxx) recuses itself from a decision with respect to any such transaction, the consent of such Lead Investor shall not be required but the other Lead Investor will continue to have the consent right hereunder.
Our amended and restated certificate of incorporation provides that at any meeting of the board of directors, a majority of the total number of directors then in office constitutes a quorum for all purposes, provided that so long as there is at least one KKR Director on the board, a quorum shall also require a KKR Director for all purposes, and so long as there is at least one Silver Lake Director on the board, a quorum shall also require a Silver Lake Director for all purposes.
The Silver Lake Director shall not be, with or without cause, removed from his or her office prior to the end of such Director’s term without the prior written consent of Silver Lake.
Except as provided in Section 2.02(c)(iv), in the event that a vacancy is created on the Board at any time by death, disability, retirement, resignation, removal (with or without cause) or delay in the appointment of the Silver Lake Director, each Shareholder hereby agrees to vote all Shares owned or held of record by it for the individual designated to fill such vacancy by Silver Lake, as provided in Section 2.02(b).
Additionally, the approval requires the consent of each of KKR and Silver Lake for so long as such stockholder is entitled to nominate a KKR Director or a Silver Lake Director, as the case may be, pursuant to the stockholder agreement.
Thereafter, until the earlier of an Initial Public Offering, or the date on which Silver Lake no longer has the right to nominate the Silver Lake Director pursuant to Section 2.02(a) of the Shareholders Agreement, the BC Investors agree to cause their representatives on the Board not to vote to amend, modify, or terminate the Resolution without the consent of the Silver Lake Director.
If any KKR Director or Silver Lake Director wishes to call a special meeting of the Board, the Company and (to the extent such party then has a designee on the Board) the KKR Parties, the SL Parties and the Founder Parties shall take all such action as is necessary to cause the calling of a special meeting.