THL Holders definition
Examples of THL Holders in a sentence
Other than pursuant to an Exit Event or other dissolution under Section 5.2, any distribution of assets other than cash or Marketable Securities pursuant to this Section 4.4 shall require the approval of (i) all the Representatives constituting the Management Committee or (ii) THL Holders holding a majority of the Units held by the THL Holders and Management Holders holding a majority of all Units held by the Management Holders.
Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company.
In the event the THL Holders or the THL Limited Partners (or any of them) shall Transfer any of their Class A Common Units to a third party pursuant to Section 3.1(a), THL shall have the right, if it so elects, to permit such Transferee thereafter to have the right to designate such number of managers (who theretofore were THL Managers) as is determined by THL and that is reasonably proportionate to the Class A Common Units transferred to such Transferee.
Each of the Company and Parent agree that Cannae and the THL Holders shall have the right to enforce on behalf of the Company all of the Company’s rights under any agreement to which both of the Company (or any Subsidiary of the Company) and Parent (or any Affiliate of Parent, other than the Company and its Subsidiaries) are parties (regardless of whether there are any other parties thereto).
This Agreement will terminate in respect of all Securityholders (a) with the written consent of the Company, the THL Holders holding a majority of the Class A Common Units held by all THL Holders, and RGHI, (b) upon the dissolution, liquidation or winding-up of the Company or (c) upon the consummation of a Sale of the Company.
To the extent that the Company makes any material change to any accounting method, convention, election or procedure relating to Taxes, the determination whether to make such change shall be made by the Board (or by a committee of the Board on which one or more designees of Cannae or THL Holders serve); provided that this restriction shall have no further effect following the occurrence of a Significant Transaction.
Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Securityholders unless such modification, amendment or waiver is approved in writing by each of the Company, the THL Holders holding a majority of the Class A Common Units held by all THL Holders, and RGHI.
Subject to the provisions of this Article VI, from and following the initial exercise by the Requesting THL Holders of a THL Demand Right, RGHI shall have the right (the "RGHI Demand Right") to request registration under the Securities Act of all or any portion of the Registrable Securities held by RGHI by delivering a Registration Request to the principal business office of the Company.
Except as otherwise provided in this Section 2.1(f), following the Company's initial Public Offering, the Company shall not be obligated to effect (i) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the THL Holders under Section 2.1(a), and (ii) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the TPG Holders under Section 2.1(a).
The Demanding THL Holders initiating a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”).