Majority Summit Investors definition
Examples of Majority Summit Investors in a sentence
The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Summit Investors (as defined in the LLC Agreement).
This Agreement may be amended, modified or waived with the written consent of the Company and the Majority Summit Investors; provided that the definitions of “Permitted Transferees” and “Affiliates” may not be narrowed as it relates to the Other Holders, in each case without the prior written consent of the Other Holders holding a majority of the shares of Common Stock held by all Other Holders.
Any Summit Manager will be removed from the Board, with or without cause, at the written request of the Majority Summit Investors and under no other circumstances.
The Independent Manager will be removed from the Board, with or without cause, at the mutual written request of the Majority KRG Investors and the Majority Summit Investors.
Such allocations shall be made using any reasonable method specified in Treasury Regulations Section 1.704-3 as the Board determines (with the approval of the Majority Summit Investors).
Each Unitholder shall enter into any indemnification, contribution or equityholder/seller representative agreement requested by the Board or the Majority Summit Investors to ensure compliance with this Section 9.4 and hereby consents and agrees to abide by the customary provisions of any merger or similar agreement providing for an equityholder/seller representative.
However, if any Unitholder declines to appoint the purchaser representative designated by Holdings LLC and reasonably acceptable to the Majority Summit Investors and the Majority KRG Investors, such Unitholder shall appoint another purchaser representative (reasonably acceptable to Holdings LLC, the Majority KRG Investors and the Majority Summit Investors), and such Unitholder shall be responsible for the fees of the purchaser representative so appointed.
On dissolution of Holdings LLC, the Board shall act as liquidator (or, with the approval of the Majority Summit Investors, may appoint one or more Members and Managers as liquidator).
In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of Units, each Unitholder shall agree to sell, and shall sell, all of his or its Units and rights to acquire Units on the terms and conditions applicable to such Approved Sale if so requested by the Majority Summit Investors.
Except as expressly provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities, options or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of each of the Majority Summit Investors and the Majority KRG Investors.