AEA Group definition
Examples of AEA Group in a sentence
Neither the AEA Group nor ▇▇▇▇▇ ▇▇▇▇▇ shall have any duty whatsoever to reveal or disclose any Deal Communications, Privileged Deal Communications or files to the Company Group by reason of any attorney-client relationship between ▇▇▇▇▇ ▇▇▇▇▇ and the Company Group or otherwise.
The Company shall promptly notify Parent in writing of any material inquiry, proposal or offer from any Person (other than Parent or its Affiliates) relating to a transaction of the nature described in the first sentence of this Section 5.10 that is received by the AEA Group or the Company Group after the date hereof and prior to Closing.
This Agreement may not be amended or modified except by an instrument signed by or on behalf of the Company, AEA (or if AEA has distributed to its Affiliates (or disposed of in a similar transaction) its Shares, holders of such disposed Shares representing a majority of the Shares held by the AEA Group), DLJMB (or if DLJMB has Transferred Shares to Affiliates, holders of shares representing a majority of the Shares held by the DLJMB Group) and the holders of a majority of the Shares held by the DB Group.
Subject to Sections 5.1(c), at any time after the consummation of the IPO, each of the AEA Group and the DLJMB Group shall have the right to make four requests, in each case, for registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration or, if available, on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations").
For the avoidance of doubt, nothing contained herein waives, restricts, or otherwise limits any rights that the AEA Group may have under applicable Law or otherwise, including the right to use the Company Name in a descriptive manner or for any nominative or other fair use.
All registrations requested pursuant to this Section 5.1(a) are referred to herein as "Demand Registrations." Any request which may be made by the AEA Group pursuant to this Section 5.1(a) may be made by AEA Investors, Inc.
All Deal Communications that are subject to the attorney-client privilege, the attorney work product doctrine or any other privilege or protection (collectively, the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the AEA Group, shall be controlled solely by AEA Group and shall not pass to or be claimed by Parent, Merger Sub, the Company Group or any of their Affiliates.
All Deal Communications that are subject to the attorney-client privilege, the attorney work product doctrine or any other privilege or protection (collectively, the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the AEA Group, shall be controlled solely by AEA Group, and shall not pass to or be claimed by Parent, Merger Sub, the Company Group, or any of their Affiliates.
In connection with the foregoing, Parent and Merger Sub on behalf of themselves and their Affiliates hereby irrevocably waive and agree not to assert, and agree to cause the Company Group (after the Closing) to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with (A) Fried Frank’s prior representation of the Company Group and (B) Fried Frank’s representation of the AEA Group (or any other Equityholder) prior to and after the Closing.
Notwithstanding this Section 5.7, no such limitations will apply to the Equityholder Representative and its Affiliates (and, for the avoidance of doubt, shall not apply to the Sponsor D&O Parties, including the AEA Group) with respect to any customary communications with their limited partners or prospective investors in the ordinary course of business.