Examples of WCAS Securityholders in a sentence
Each of the parties hereby covenants and agrees that, effective as of the Closing, the WCAS Securityholders Agreement shall terminate and be deemed cancelled in its entirety, and effective upon the termination and cancellation thereof, each of the parties unconditionally and forever releases and discharges each other party to the WCAS Securityholders Agreement from all obligations and liabilities arising thereunder.
Effective as of the Effective Time, each of the parties to this Agreement hereby waives the applicability of any provision of the WCAS Securityholders Agreement that may be triggered in connection with the transactions contemplated by this Agreement.
The foregoing termination of the WCAS Securityholders Agreement shall be of no force or effect unless and until the Closing shall have occurred and such WCAS Securityholders Agreement shall remain in full force and effect in accordance with its terms (subject to the forbearance referenced above) unless and until such time as the Closing has occurred.
The date of each Drawdown Closing is referred to herein as a "Drawdown Closing Date." Unless mutually agreed by Parent and the WCAS Securityholders, no Drawdown Closing Date shall take place earlier than the 30th day after a prior Drawdown Closing Date.
Conditions to the Obligations of the WCAS Securityholders...............................
The WCAS Securityholders collectively have commitments for sufficient funds to pay in immediately available funds the purchase price, in the aggregate amount of $45,000,000, of the shares of Parent Series B Preferred Stock to be purchased by the WCAS Securityholders in (a) the Parent Series B Sale and (b) any Section 8.21 Transaction.
Each of the WCAS Securityholders hereby consents to (and waives any right to notice or approval of) the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, under or pursuant to the promissory notes and note purchase agreements set forth in Section 8.24 of the Company Disclosure Schedule.
From and after the date of the Initial Agreement, until the consummation of the transactions contemplated hereby or the earlier termination of this Agreement in accordance with its terms, each of the parties to this Agreement shall, and shall cause its respective Affiliates to, forebear from exercising any rights pursuant to the WCAS Securityholders Agreement, including any right to cause WIN to register the Exchanged WIN Shares or to take any action in connection therewith.
Delivery of such stock certificates shall be made against receipt by Parent of the purchase price payable therefor, which shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to the WCAS Securityholders at least three Business Days prior to the applicable Drawdown Closing Date.
Xxxxxxx Title: Senior Vice President and Chief Financial Officer [signatures of WCAS Securityholders on following pages] WCAS CAPITAL PARTNERS III, L.P. By: WCAS CP III Associates L.L.C., General Partner By: /s/ Xxxxxxxx X.