Examples of Trian Group in a sentence
Each respective member of the Trian Group and the Company acknowledge and agree that (i) the provisions of this Agreement are reasonable and necessary to protect the proper and legitimate interests of the parties hereto, and (ii) the parties would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
If to the Stockholders or any other member of the Trian Group: c/o Trian Fund Management, L.P. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X.
For the avoidance of doubt, nothing contained herein shall prohibit any member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securities.
All of the obligations of the Trian Group and its members hereunder shall be joint and several.
No member of the Trian Group shall transfer Company Voting Securities to any of its affiliates not already a party hereto unless the transferee shall agree to be bound by this Agreement in the manner specified above in this Subsection 6.2.
For the avoidance of doubt, the foregoing shall not prohibit any member of the Trian Group from (i) exercising its right as a director to vote in favor of the nomination of any person approved by the Nominating and Corporate Governance Committee of the Board of Directors or (ii) voting its shares of Company Voting Securities in favor of the election of any person nominated by the Board of Directors for election to the Board of Directors.
In the event that the Company shall allow any other Person (other than a member of the Trian Group) to acquire shares of Company Voting Securities without compliance with the limitations on business combinations set forth in Section 203 of the Delaware General Corporation Law on terms more favorable to such Person than those set forth herein, then the Company shall give the Trian Group the benefit of such more favorable terms.
The powers granted in this Section 3.5 shall also entitle the Company to give instructions with respect to such specific Stockholders’ Consent to any nominee through whom the Trian Group may hold Subject Shares that are subject to the provisions of Section 3.4 of this Agreement.
This Agreement is solely for the benefit of the parties hereto, and their respective successors and assigns, and, except for Affiliates and Associates of the Trian Group who shall be entitled to rely on Sections 2.2(d), 2.2(e) and 3.7 hereof as if they were parties hereto, no other parties (including, without limitation, any other stockholder or creditor of the Company, or any director, officer or employee of the Company) are intended to be benefitted by, or entitled to enforce, this Agreement.
The Trian Group shall from time to time provide the Company with any nominee information that the Company may require to exercise its rights hereunder.