Examples of Xxxx Investor in a sentence
Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice.
Any holder of Executive Securities may elect to participate (a “Participating Securityholder”) in the contemplated Transfer only with respect to his Vested Securities by delivering written notice to the Transferring Securityholder within fifteen (15) days after delivery of the Xxxx Investor Sale Notice in accordance with Section 19.
Xxxx Investor acknowledges that the Company entered into the Investment Agreement, and the Company and Parent have entered this Agreement and the transactions contemplated hereby and thereby in anticipation of pursuing an IPO, the structure of which is yet to be determined.
Xxxx Investor further acknowledges that between the date of this Agreement the consummation of an IPO, the Company and its Subsidiaries intend to incur third party indebtedness, the proceeds of which (in whole or in part) will be used to repay in full the term loan facility date November 7, 2019 between the Company, Prudential plc and Standard Chartered Bank, New York Branch.
Notwithstanding anything to the contrary in this Agreement, neither Xxxx Investor nor any of its Permitted Transferees may Transfer any Equity Securities to any Competitor (other than a Transfer (i) in a Tag-Along Transaction or (ii) in a Drag-Along Transaction).
Xxxx Investor agrees to cause each share of Common Stock beneficially owned by it or its Permitted Transferees to be present in person or represented by proxy at all meetings (whether annual or special) of stockholders of the Company, so that all such shares of Common Stock shall be counted as present for determining the presence of a quorum at such meetings.
The shares of Class B Common Stock held by Xxxx Investor or its Permitted Transferees subject to the Tag-Along Transaction shall convert into Class A Common Stock on a 1:1 basis immediately prior to such Tag-Along Transaction.
In any such case described in clause (i), (ii) or (iii) of the immediately preceding sentence, Xxxx Investor shall withdraw the designation of such proposed designee and, subject to Section 2.1(b), shall be permitted to designate a replacement therefor (which replacement designee shall also be subject to the requirements of this Section 2.1(c)).
Xxxx Investor shall use its commercially reasonable efforts to cooperate with the Company in pursuing an IPO, shall provide any information reasonably requested by the Company in connection with any such transaction, and shall not take steps that would reasonably be expected to interfere with any such transaction.
If to a Xxxx Investor, to it: c/o Bain Capital, LLC 000 Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxxx Xxx with copies to: Ropes & Xxxx LLP Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx X.