Examples of Warburg Investor in a sentence
If any of the Parent Investors, the Requisite Institutional Holders, Permira Investor and/or Warburg Investor desire to sell Registrable Securities pursuant to an underwritten offering, such holders shall deliver to the Corporation a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”).
With respect to any such Person required to become a party to this Agreement who is not a director, employee or consultant of the Company, such Person shall be, and such Joinder Agreement or other agreement shall provide that such Person be, for purposes hereof, a Tiptree Investor, a Warburg Investor or an Other Investor, as determined by the Board.
Each Participating Warburg Investor and Participating Tiptree Investor, as applicable, shall reasonably cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof.
Notwithstanding anything contained herein to the contrary, if any Institutional Holder participates in an Initial Public Offering, each of the Permira Investor or Warburg Investor shall be entitled to participate in such Initial Public Offering on a pro rata basis based on the number of shares of Common Stock owned in accordance with the provisions of this Section 2.
Subject to Section 1.1 and 1.4, upon the death, resignation, retirement, disqualification or removal from office as a member of the Board of the Board Representative, the Warburg Investor shall have the right to designate the replacement.
On the date that the Warburg Investor no longer Beneficially Owns a Qualifying Ownership Interest, the Warburg Investor will have no further rights under this Section 1.1 and Section 1.2 and, in each case at the written request of the Board, shall immediately cause its Board Representative to resign from the Board.
Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of (i) the Company, (ii) the Warburg Investor and (iii) a majority of the Investors (including the Warburg Investor); provided, that any amendment or waiver of this Agreement that is disproportionately adverse to Management Blocker will require the prior written consent of Management Blocker.
The provisions of this Section 1.6 shall terminate on the earlier of (i) the date on which the Warburg Investor no longer holds a Qualifying Ownership Interest, and (ii) the date on which, in the VCOC Investor’s good faith judgment, the provisions of this Section 1.6 are no longer required in order for the ownership of the shares of Company Common Stock to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations.
The Board shall use reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such replacement designated by the Warburg Investor as promptly as practicable.
The Warburg Investor agrees to notify the Company promptly if, in the VCOC Investor’s good faith judgment, the provisions set forth in this Section 1.6 are no longer required in order for the ownership of the shares of Company Common Stock to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations (a “VCOC”).