SL Partners definition
Examples of SL Partners in a sentence
All Partners electing to transfer Conversion Shares for value in a Rule 144 Transfer agree to use commercially reasonable efforts to coordinate the timing and process for Transferring their Conversion Shares, including, but not limited, selling through a single broker to be identified by the SL Partners.
Subject to the rights of the SL Partners and the Intel Partners to appoint, remove and replace Directors in accordance with Article IV, nothing in this Agreement shall confer upon any Person any right to continue in the service of any Company Entity (or any Affiliate thereof) for any period of time or restrict in any way the rights of any Company Entity to terminate any such Person’s employment or directorship at any time for any reason whatsoever, with or without cause.
Any dispute arising out of or relating to Intel’s approval rights pursuant to Section 4.13 shall be escalated to an ad hoc committee comprised of two (2) senior representatives of Intel, on the one hand, and two (2) senior representatives of the SL Partners, on the other hand, who shall use reasonable efforts to attempt to achieve mutually satisfactory resolution within five (5) days.
The Company and the Partners acknowledge and agree that any Intel Director or Investor Director may disclose to the Intel Partners and the SL Partners, respectively, any information received in his or her capacity as a Director, including the Company’s annual budget for any Fiscal Year.
The Company Representative shall reasonably determine in good faith the portion of an Imputed Underpayment Amount attributable to each Partner and/or former Partner and shall consult in good faith with the Intel Partners and the SL Partners regarding such determination.
Except as otherwise provided in this Agreement or as otherwise agreed in writing by the SL Partners and the Intel Partners, each Limited Partner is responsible for its own expenses and costs (including all legal, accounting, and consulting fees and expenses) that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement, and the transactions contemplated thereby.
Each Partner acknowledges that the SL Partners and their respective Affiliates may offer such Corporate Opportunity to (x) any portfolio company in which any of the SL Partners or their respective Affiliates or affiliated investment funds have made a debt or equity investment (and vice versa) or (y) any limited partners, non-managing members or other similar direct or indirect investors in any of the SL Partners or their respective Affiliates or affiliated investment funds.
Other than as a result of a Transfer of Units permitted pursuant to Article VI, and subject to Section 6.1(f) and Section 6.1(g), no Partner may assign this Agreement or any or all of its rights under this Agreement or delegate any or all of its obligations under this Agreement, in whole or in part, to any other Person without obtaining the prior written consent of the Intel Partners and the SL Partners, and any such attempt to do so will be void and of no effect.
Subject to Section 4.13 and Section 11.11, the SL Partners may modify the provisions of this Section 5.3 in good faith to reflect the terms of any applicable Award Agreement; provided, however, that no such modification may adversely affect the amount or priority of distributions to the holders of Class A Units or Class B Units.
The Non-SL Partners shall have the right to participate in a Rule 144 Transfer up to its Transfer Pro Rata Portion by delivering written notice to the SL Partners within one (1) Business Days following receipt of such Conversion Share Transfer Notice.