Executive Holdco definition
Examples of Executive Holdco in a sentence
If, at any time, Executive Holdco no longer has the right to designate any directors for nomination to the Board or Governing Body and Silver Lake no longer has the right to designate any directors for nomination to the Board or Governing Body, then any Stockholder may transfer the shares of Class Y Common Stock held by such Stockholder to the Company for no consideration, upon which transfer such shares of Class Y Common Stock shall be retired by the Company pursuant to Section 6.3 of the Company Charter.
If any such transferee is an individual and married, such party shall, as a condition to such transfer, cause such transferee to deliver to the Company, Silver Lake and Executive Holdco a duly executed copy of a Spousal Consent in the form attached hereto as Annex B.
The Company has entered into and shall at all times maintain in effect an indemnification agreement with each SL Director and Executive Director in such form as has been previously agreed to by each of the Company and Silver Lake or Executive Holdco, as applicable.
Any such individuals designated by Executive Holdco in accordance with this Section 2.1(g) shall be deemed additional “Executive Directors” (as defined below) and treated in accordance with Section 2.2).
In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body).
This Agreement or any provision thereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by (1) (i) the Company, (ii) Executive Holdco and (iii) Silver Lake on behalf of the SL Parties and (2) solely to the extent such amendment by its terms substantively and materially increases the obligations of any other party hereunder, such other party.
The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights.
In addition, the other Stockholders party hereto agree that they take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco.
If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body.
No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date.