Sponsor Designees definition
Examples of Sponsor Designees in a sentence
Sponsor shall deliver, and/or cause one or more Sponsor Designees to deliver, to Pubco on or prior to the anticipated Second Merger Closing Date, by wire transfer of U.S. dollars in immediately available funds, an aggregate amount equal to the Commitment Amount to the account specified by Pubco in the Closing Notice, such funds to be held by Pubco in trust for the benefit of Sponsor and/or one or more Sponsor Designees, as applicable, until the Backstop Closing.
Any vacancies on the Board’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall, subject to this Section 2.4.1 to the extent Silver Lake or KKR continues to have the right to appoint one of its Sponsor Designees to the Board’s committees, be filled by the Board acting in accordance with the Company’s nomination and governance procedures.
Percent Number of Directors 50% or greater 3 Less than 50% but greater than or equal to 10% 2 Less than 10% but greater than or equal to 5% 1 Upon any decrease in the number of directors that a Principal Sponsor is entitled to designate for election to the Board, such Principal Sponsor shall take all Necessary Action to cause the appropriate number of Principal Sponsor Designees to offer to tender resignation.
Notwithstanding the provisions of Sections 2.1.2, 2.1.3 and 2.1.4, the rights to designate the Sponsor Designees and the Observer provided for in Section 2.1.2, 2.1.3 and 2.1.4 are subject to the Company Articles of Association and applicable laws.
Notwithstanding the foregoing, such GFI Designee(s) or Sponsor Designee(s), as applicable, need not resign from the Board of Directors at or prior to the end of such director’s term if such director(s) is a member of the Initial Board and has not yet completed such director(s) Initial Term.
All payments or reimbursements for Out-of-Pocket Expenses will be made by wire transfer in same-day funds to the bank account designated by such Sponsor or its relevant Sponsor Designee (if such Out-of-Pocket Expenses were incurred by such Sponsor or their or their Sponsor Designees) promptly upon or as soon as practicable following request for reimbursement in accordance with this Agreement, or at such Sponsor’s election to the account indicated to Intelsat Bermuda by the relevant payee.
Notwithstanding the previous sentence, in the event that the Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, the Sponsor shall not have the right to nominate any Sponsor Designees.
Each Stockholder agrees not to take action to remove any Sponsor Designees from office pursuant to the Corporation’s certificate of incorporation.
In such event, the directors of the Company shall take all necessary action to: (i) increase the size of the Board as required to enable the Sponsor to so nominate such additional Sponsor Designees; and (ii) designate such additional Sponsor Designees nominated by the Sponsor to fill such newly-created vacancy or vacancies, as applicable.
Subject to the foregoing sentence, in the event that there are directors to be selected in addition to the Sponsor Designees, each Stockholder shall be free to vote for its preferred candidate(s).