ACI Control Group definition
Examples of ACI Control Group in a sentence
The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company and ACI Control Group Approval.
Cerberus shall also use its reasonable best efforts to notify the other members of the ACI Control Group of any significant purchases or sales of securities on its behalf and will in any case provide periodic information on sales and purchases upon reasonable request by the other members of the ACI Control Group.
Notwithstanding the foregoing, upon the mutual election of the Board of Directors and the ACI Control Group, the Company shall elect not to be a “controlled company” for purposes of the NYSE rules and, if so elected, the Company and the ACI Control Group will take all actions reasonably necessary in relation to such party, if any, to cause the Company to comply with the NYSE rules as then in effect within the timeframe for compliance available under such rules, including any applicable transition periods.
If the Company ceases to qualify as a “controlled company” for purposes of the NYSE rules, the Company and members of the ACI Control Group shall take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with the applicable NYSE rules as then in effect within the timeframe for compliance available under such rules, including any applicable transition periods.
This Agreement shall expire when no member of the ACI Control Group has a right to designate a director to the Board of Directors pursuant to Section 2.01.
The parties hereto hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the ACI Control Group concerning decisions to be made, actions to be taken or statements to be made in connection with the ACI Control Group’s activities.
Each such member of the ACI Control Group agrees to execute an irrevocable proxy in favor of the designated individual as and when identified, if requested by the Company.
This Agreement shall terminate with respect to a Sponsor (and, for purposes of this Agreement, such Sponsor’s status as a member of the ACI Control Group) when such Sponsor ceases to own 5% of the aggregate number of Company Shares then outstanding.
Each member of the ACI Control Group and each of their respective Permitted Assignees, shall take all other necessary or desirable actions within such Person’s control (including, without limitation, attending meetings of stockholders in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to effect the voting of such Person’s Company Shares in accordance with this provision.
Nothing herein shall be construed to authorize any member of the ACI Control Group to act as an agent for any other member of the ACI Control Group, or to create a joint venture or partnership.