Vestar Majority Holders definition
Examples of Vestar Majority Holders in a sentence
This Agreement will terminate (a) with the written consent of the Corporation, Holdings, the Vestar Majority Holders, the Park Avenue Majority Holders and the Other Investor Majority Holders, (c) upon the dissolution, liquidation or winding-up of the Corporation and Holdings or (c) upon the consummation of a Sale of DynaVox.
The Members hereby acknowledge and agree that the determination of the Vestar Majority Holders, the Majority Preferred Stockholders, any Vestar Manager or any Preferred Manager as to whether to consent to any of the actions referenced in Section 6.10(a) and described in Section 2.3 of the Securityholders Agreement shall be made (i) in the sole discretion of such parties or the applicable Preferred Manager acting in its, his or her own best interests and (ii) without regard to any fiduciary duty.
The Company shall not, and shall not permit any of its Subsidiaries to take or commit to take any action, unless any required consent of the Majority Executives, the Vestar Majority Holders and the Majority Preferred Stockholders pursuant to Section 2.3 of the Securityholders Agreement has been obtained.
This Agreement will terminate in respect of all Securityholders (a) with the written consent of the Company, the Vestar Majority Holders, the Pro-Fac Majority Holders and the Employee Majority Holders, (b) upon the dissolution, liquidation or winding-up of the Company, or (c) upon the consummation of a Sale of the Company (except with respect to the rights to Incidental Registration under Article V, which shall survive).
Without the consent of the Vestar Majority Holders (which consent may be given or withheld in their sole and absolute discretion), no holder of Pro-Fac Securities or Employee Securities may Transfer any Pro-Fac Securities or Employee Securities, as the case may be, except in an Exempt Transfer or as otherwise provided by this Agreement.
Any action by Vestar contemplated by this Section 3.2(b) shall be deemed to have been taken by Vestar if such action is taken by the Vestar Majority Holders.
Subject to Section 6.10, the Company shall be dissolved and its affairs shall be wound up on the first to occur of (i) the majority vote of the Board of Managers and the consent of the Vestar Majority Holders, or (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.
Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Corporation, Holdings or the Securityholders unless such modification, amendment or waiver is approved in writing by each of the Corporation, Holdings, the Vestar Majority Holders, the Park Avenue Majority Holders and the Other Investor Majority Holders.
The word "nine" in Section 2.1(a) of the Agreement is hereby deleted and replaced with the words "not less than nine but not more than eleven (as determined by the Vestar Majority Holders)".
This Agreement will terminate in respect of all Securityholders (a) with the written consent of each of the Company, the Vestar Majority Holders, the Co-Investor Majority Holders and the Employee Majority Holders, (b) upon the dissolution, liquidation or winding-up of the Company or (c) upon the consummation of a Sale of the Company (except with respect to the rights to Incidental Registration under Article V, which shall survive).