VCIF definition
Examples of VCIF in a sentence
Nothing in this Section 6 shall be deemed to prohibit the Shareholder Entities from communicating privately with the directors, officers, and advisors of VCIF (including Carlyle) so long as such private communications would not be reasonably expected to trigger public disclosure obligations for any Party.
This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party; provided, that following the Closing, Section 6 may be amended, modified or supplemented by VCIF and the Shareholder without ▇▇▇▇▇▇▇’▇ consent.
Except as set forth on Schedule A, the Shareholder does not own of record or beneficially (i) any voting securities or other equity interests in VCIF or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity interests or (ii) any derivative securities or contracts the value of which are directly or indirectly tied to or derived from VCIF.
Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares of capital stock and other equity interests in VCIF owned of record or beneficially by the Shareholder.
If any such inconsistent agreement or proxy has been granted by the Shareholder, the Shareholder hereby terminates such agreement or proxy in full, and covenants to take all actions reasonably requested by ▇▇▇▇▇▇▇ or VCIF in furtherance of such termination.
The Shareholder hereby authorizes each of ▇▇▇▇▇▇▇ and VCIF to publish and disclose in any announcement or disclosure the Shareholder’s identity and ownership of the Covered Shares and the nature of the Shareholder’s obligations under this Agreement, and to disclose and file a copy of this Agreement.
From time to time, at the request of ▇▇▇▇▇▇▇ or VCIF and without the payment of any consideration, the Shareholder shall take such further action as may reasonably be deemed by ▇▇▇▇▇▇▇ or VCIF to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
No other holders of shares, other securities or voting power of VCIF, in their capacities as such, shall have any rights to receive any Shareholder Payment or other payments pursuant to this Section 2.2 or otherwise.
All assets reflected on the balance sheet of VCIF set forth on Section 4.6(a) of the VCIF Disclosure Schedule have been valued in accordance with VCIF’s formal valuation policies.
This Agreement may be amended by the Parties, by action taken or authorized by Carlyle and the VCIF Board, at any time before or after receipt of the VCIF Shareholder Approval; provided, however, that after receipt of the VCIF Shareholder Approval, there may not be, without further approval of the VCIF Shareholders, any amendment of this Agreement that would require further approval of the VCIF Shareholders under applicable Law.