Stone Point Investor definition

Stone Point Investor means, collectively, the investment funds managed, sponsored or advised by Stone Point Capital LLC (including without limitation Trident VII DE Parallel Fund, L.P.; Trident VII, L.P.; Trident VII Parallel Fund, L.P.; and Trident VII Professionals Fund, L.P.). A reference to a member of Stone Point Investor is a reference to any such investment fund.

Stone Point Investor means, collectively, Trident VI, L.P., Trident VI Parallel Fund, L.P., Trident VI DE Parallel Fund, L.P. and Trident VI Professionals Fund, L.P., and their Permitted Transferees.

Examples of Stone Point Investor in a sentence

• For so long as the Stone Point Investor has the right to designate at least one (1) Director pursuant to Section 2.1, the Stone Point Investor shall have the right, but not the obligation, to designate one member of each committee of the Board; provided that the right of any Director to serve on a committee shall be subject to applicable Law and the Company’s obligation to comply with any applicable independence requirements of the Stock Exchange.

• For purposes of calculating the number of Directors that the Stone Point Investor is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 and 1/4) Directors shall equate to two (2) Directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

• If the Company ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Stone Point Investor and the Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.

• This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that the Stone Point Investor shall be entitled to assign, in whole or in part, any of its rights hereunder to any of its Permitted Transferees without such prior written consent.

• Each Stone Point Designee is permitted to disclose to the Stone Point Investor information about the Company and its Affiliates that such person receives as a result of being a Director, subject to such person’s fiduciary duties under Delaware law.

• The provisions of Section 3.03(a)(ii) of the Stone Point Investor Agreement shall be deemed to be inapplicable with respect to any Transfer of the Subject Shares.

• Neither Procific nor any of its Affiliates shall be a party to or have any rights or obligations under the Stone Point Investor Agreement, and this letter agreement shall not create any third party beneficiary or other rights in Procific or any of its Affiliates with respect to the Stone Point Investor Agreement.

• For purposes of the Stone Point Investor Agreement, Stone Point and its Affiliates, on the one hand, and Procific and its Affiliates, on the other hand, shall not be considered to be members of a Group with respect to any Voting Securities or Affiliates of each other solely by virtue of (i) Stone Point’s Investment Power or Dispositive Power over the Subject Shares and (ii) the terms of this letter agreement.

• If Procific shall in the future grant Investment Power and/or Dispositive Power over any Company Securities beneficially owned by Procific or any of its Affiliates (other than the Subject Shares) to Stone Point, such Company Securities shall be subject to the terms of this letter agreement for purposes of the Stone Point Investor Agreement to the same extent as though such Company Securities were Subject Shares.

• For so long as Stone Point shall have either Investment Power and/or Dispositive Power over all or a portion of the Subject Shares, the portion of such Subject Shares over which Stone Point has Investment Power and/or Dispositive Power shall be deemed for purposes of the Stone Point Investor Agreement to be beneficially owned by Stone Point (other than for purposes of the representations and warranties set forth in Section 2.02(e) of the Stone Point Investor Agreement).