THL Directors definition
Examples of THL Directors in a sentence
The Board shall be divided into classes, and in the event that the number of members of the Board is eight, there shall be (i) three Bain Directors, (ii) three THL Directors, (iii) two Blackstone Directors, and (iv) no Other Directors (in each case where the number of directors is determined without regard to any failure of any holder of Investors Shares to designate a member of the Board of Directors), which shall in each case be elected as set forth in this Section 2.1 below.
Upon any reduction in the number of THL Directors, ▇▇▇▇ Directors, Providence Directors or Lexa Directors in accordance with procedures established pursuant to Section 2.1.2, the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign.
Upon any reduction in the number of THL Directors, Bain Directors, Providence Directors or Lexa Directors: (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
In the event the THL Holders shall Transfer any of their Common Shares to a third party, THL shall have the right, if it so elects, to permit such Transferee thereafter to have the right to nominate such number of directors (who theretofore were THL Directors) as is determined by THL and that is reasonably proportionate to the Common Shares transferred to such Transferee; provided, however, that any such Transferee shall execute and agree to be bound by and subject to the provisions of this Agreement.
Subject to Section 2.1.3, there at all times shall be: (i) five THL Directors, (ii) three Bain Directors, (iii) one Providence Director, (iv) one Lexa Director, (iv) one director who at all times shall be the then current chief executive officer of the Company (the “CEO Director”), who shall initially be ▇▇▇▇▇ Bronfinan, Jr., with ▇▇.
Upon any reduction in the number of THL Directors, Bain Directors, Providence Directors or Lexa Directors in accordance with procedures established pursuant to Section 2.1.2, the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign.
In consideration of MoneyGram’s payment to the Settlement Fund as set forth in Paragraph 1 hereof, THL and the THL Directors agree to waive all future rights to receive cash or equity compensation from MoneyGram for service by these Directors, or any other Directors appointed by THL, for service on the MoneyGram Board.
Fees earned by the THL Directors, as well as reimbursements for Board-related expenses, are paid directly to THL Managers VI, LLC.
This Agreement (i) may be terminated by a written instrument executed by each of the parties hereto, or (ii) shall terminate automatically on the earliest to occur of (A) the date on which THL no longer has a right to elect any THL Directors pursuant to Section 2.01(d)(i)(A) or Section 2,01(d)(ii)(A), or (B) the date on which the Sponsor Stockholders ceasing to hold, in the aggregate, at least a majority of the Total Voting Power of the Company then outstanding.