SL Parties definition
Examples of SL Parties in a sentence
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.
If the Company ceases to qualify as a “controlled company” for purposes of Stock Exchange Rules, the SL Parties, the Executive Parties and the Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with Stock Exchange Rules as then in effect within the timeframe for compliance available under such rules.
The Company shall promptly pay or reimburse, or cause to be paid or reimbursed, all IPO Expenses of the SL Parties, GIC, CPPIB and the Executive Parties.
In the event that any of the obligations of the SL Parties are waived or released hereunder, then the reciprocal obligations of GIC and CPPIB hereunder shall be similarly released or waived on an equitable basis, taking into account all relevant facts and circumstances attendant thereto.
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 (i) the Company, (ii) the holders of a majority in interest of the voting power of the Company Securities held by all ▇▇▇▇▇ Stockholders and (iii) SL on behalf of the SL Parties.
The Company Charter, as may be amended, supplemented and/or restated from time to time, shall provide for a renunciation of corporate opportunities presented to the SL Parties (and their respective Affiliates and director nominees) to the maximum extent permitted by Section 122(17) of the Delaware General Corporations Law and substantially on the terms and conditions set forth in Article IX of the Company Charter as in effect on the date hereof.
The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided, however, that the rights and obligations of any ▇▇▇▇▇ Stockholder hereunder shall automatically transfer to any Affiliated Transferee of such ▇▇▇▇▇ Stockholder; provided, further, that without the prior written consent of any party hereto, the SL Parties may assign this Agreement to another SL Party.
The ▇▇▇▇▇ Stockholders shall vote all of its Company Securities and execute proxies or written consents, as the case may be, and shall take all Necessary Action reasonably available within its power, to ensure that the Company Charter and Company By-Laws both (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit the SL Parties to receive the benefits to which they are entitled under this Agreement.
The parties hereto acknowledge and agree that the Company Charter, in the form attached hereto as Exhibit I, and Company By-Laws, in the form attached hereto as Exhibit II, (x) do not conflict with any provision of this Agreement and (y) permit the SL Parties to receive the benefits to which they are entitled under this Agreement.
If at any time prior to the expiration of the Restricted Period, both the KKR Parties and the SL Parties have terminated their respective rights under Section 3.9, the remaining obligations of the KKR Parties, the SL Parties, the TCV Parties and the Founder Parties under Section 3.9 shall terminate.