ValueAct Capital definition
Examples of ValueAct Capital in a sentence
Executed as a deed for ValueAct Capital Master Fund, L.P. by its General Partner, VA Partners I, LLC under its authority /s/ ▇.
Each of ValueAct Capital and Parent has the legal power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.
The party or parties exercising the Repurchase Option, whether ValueAct Capital, ValueAct Capital’s designated ValueAct Capital Affiliate(s) or the Company, as the case may be, will receive customary representations and warranties from each seller regarding the sale of the Securities, including, but not limited to, representations that such seller has good and marketable title to the Securities to be transferred free and clear of all liens, claims and other encumbrances.
To the fullest extent permitted by any applicable law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to ValueAct Capital or ValueAct Capital Affiliates or representatives thereof (including any directors of the Company designated by such persons).
In addition to any other obligation of the Company set forth herein, in the event of any Termination, the Company shall give ValueAct Capital prompt notice of any Termination, which notice of Termination shall in any event be given to ValueAct Capital by the Company within two (2) business days of the Termination Date (as defined below).
Each Investor and Permitted Transferee agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s Certificate of Incorporation or Bylaws inconsistent with Article III of this Agreement unless ValueAct Capital consents in writing thereto.
Each of ValueAct Capital and Parent, as applicable, has sole power of disposition and sole power to vote upon and agree to all of the matters set forth in this Agreement, in each case with respect to all of the shares owned of record or held in Street Name by such Person, as applicable, as set forth opposite the applicable stockholder’s name on Annex I hereto, with no material limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
In particular, (a) ValueAct Capital and ValueAct Capital Affiliates shall have the right to engage in business activities, whether or not in competition with the Company or any of its Subsidiaries or the Company’s or any of its Subsidiaries’ business activities, without consulting any other Investor, and (b) ValueAct Capital and ValueAct Capital Affiliates shall not have any obligation to any other Investor with respect to any opportunity to acquire property or make investments at any time.
The Company and its Subsidiaries (as defined below) shall provide to ValueAct Capital (so long as it or its Permitted Transferees (other than Permitted Transferees pursuant to Section 1.1(b)(iv)) own any Securities) true and correct copies of all quarterly and annual financial reports of the Company and its Subsidiaries and budgets prepared by or on behalf of the Company and its Subsidiaries, and such other documents, reports, financial data and other information as such party may reasonably request.
This letter (the “Letter Agreement”) will confirm the commitment of ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the “Financing” and such amount being the “Financing Amount”) to Axio Holdings LLC, a Delaware limited liability company (the “Newco”), on the terms and conditions set forth herein.