Class B Representative definition

Class B Representative means a representative selected by a majority of the Class B Units (voting as a class), which shall initially be Sponsor, and which, so long as Sponsor holds any Class B Units, shall be Sponsor or an Affiliate (excluding any portfolio companies) of Sponsor.

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Class B Representative means a Person selected by a majority of the Class B Preferred Units (voting as a class), which shall initially be Stonepeak; provided, that so long as Stonepeak holds any Class B Preferred Units, the Class B Representative shall be a Person selected by Stonepeak.

Class B Representative means R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or following M▇. ▇▇▇▇▇’▇ resignation or retirement from the Company and/or Pzena LLC, his incapacity or his death, a Class B Stockholder designated in writing by the Authorized Committee from time to time.

Examples of Class B Representative in a sentence

• The Company will dissolve and its affairs will be wound up only upon the approval of the Board and, if applicable, the Class B Representative in accordance with Section 5.9.

• Any such Monetization Sale may be structured and accomplished as determined by the Class B Representative in its sole discretion, whether as a merger, consolidation, sale of all or any portion of the Units, corporate reorganization, sale of assets or otherwise.

• Notwithstanding the foregoing, the Class B Representative shall not be entitled to cause the Company to commence any outreach to or otherwise contact any third parties regarding such Sale Transaction prior to the expiration of the Buyout Period.

• During the Transition Period (as defined in the Holdco Bylaws): (i) each committee of the Holdco Board of Directors shall consist of three (3) persons, two (2) of whom shall be Class A Representatives and one (1) of whom shall be a Class B Representative, (ii) there shall be no increase in the number of executive officers of Holdco as set forth in Section 5.12(c), and (iii) no additional committees of the Board of Directors of Holdco may be created other than as specified in this Section 5.12(b).

• At least 30 days prior to funding any project or series of related projects requiring Growth Capital Expenditures, the Company shall notify the Class B Representative of the need for such Growth Capital Expenditures.

• To the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, no Member or the Class B Representative shall be liable to the Company, any other Member or other holder of Units or any other Person for breach of duties (including fiduciary duties).

• No Independent Manager may be removed or replaced except for Cause and except as otherwise provided in this Section 5.2. In the event of a vacancy in the position of Independent Manager when such position is required to be filled pursuant to this Section 5.2(b), the Board, subject to the prior consent of the Class B Representative (such consent not to be unreasonably withheld, conditioned or delayed) shall, as soon as practicable, appoint a successor Independent Manager.

• Notwithstanding the foregoing, (1) no Member shall be required to agree to any restrictive covenants, including non-competition or other restrictions affecting the operation of such Member’s business and (2) the Company shall not enter into or consummate a Sale Transaction that does not result in the achievement of the Base Return for all Class B Units without the prior written consent of the Class B Representative (in its sole and absolute discretion).

• The Members and Board agree to facilitate, as reasonably requested by the Class B Representative, any such Monetization Sale.

• Each of EQM and the Class B Representative shall have the right to have at least one EQM Manager and Class B Manager, respectively, appointed to serve on each committee of the Board.

More Definitions of Class B Representative

Class B Representative means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or following ▇▇. ▇▇▇▇▇’▇ resignation or retirement from the Company and/or Pzena LLC, his incapacity or his death, a Class B Stockholder designated in writing by the Authorized Committee from time to time. “Class B Shares” has the meaning set forth in the recitals of this Agreement. “Class B Stockholder” means a holder of outstanding Class B Shares, as set forth on the books and records of the Company from time to time. “Class B Units” has the meaning set forth in the Pzena LLC Agreement. “Commission” means the Securities and Exchange Commission of the United States. “Company” has the meaning set forth in the preamble to this Agreement and any successors thereof, whether by operation of law or otherwise. “Company Group” means the Company and its Subsidiaries. 5

Class B Representative means Greg▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ the Person who is named his duly appointed successor by vote of seventy-five percent (75%) of the Percentage Interests held by the Class B Partners.

Class B Representative. Section 8.02(b).

Class B Representative means a member of the DirectorCo Board appointed by BT or the Affiliate of BT that is a member of DirectorCo.

Class B Representative means the “Representative” as defined in the Class B Underwriting Agreement.