Sell-Down Provisions Sample Clauses

Sell-Down Provisions. In the event that Silver Lake has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to Silver Lake, and SLP (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees, (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee, and (z) ceases to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate any Sponsor Designees.
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Sell-Down Provisions. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.
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Sell-Down Provisions. The number of Bain Directors, Carlyle Directors and THL Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold the requisite percentage of the Common Stock of the Company: Remaining Percentage of Common Stock Remaining # of Directors at least 10% 2 at least 3% 1 less than 3% 0 Upon any reduction in the number of Bain Directors, Carlyle Directors or THL Directors: (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
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Sell-Down Provisions. (a) In the event that either KKR or Vornado ceases to own at least 30% of their respective Initial Shares but continues to own at least 15% of their respective Initial Shares, neither KKR nor Vornado shall have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that either KKR or Vornado ceases to own at least 15% of their respective Initial Shares, neither KKR nor Vornado shall have the right to designate any Sponsor Designee.
Sample 1
Sell-Down Provisions. In the event that any Sponsor ceases to own at least 50% of such Sponsor’s Initial Shares but continues to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.
Sample 1
Sell-Down Provisions. 2.1.3.1. The number of THL Directors, Bain Directors, Providence Directors and Lexa Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold Shares representing both the requisite Total Investment and Voting Stock Investment as set forth in the table below, subject to adjustment pursuant to Section 0.0.0.0: Total Investment Voting Stock Investment # of Directors THL Directors at least $445,000,000 at least $30,260,000 5 at least $380,000,000 at least $25,840,000 4 at least $265,000,000 at least $18,020,000 3 at least $175,000,000 at least $11,900,000 2 at least $45,000,000 at least $3,060,000 1 less than $45,000,000 less than $3,060,000 0 Bain Directors at least $265,000,000 at least $18,020,000 3 at least $175,000,000 at least $11,900,000 2 at least $45,000,000 at least $3,060,000 1 less than $45,000,000 less than $3,060,000 0 Providence Directors at least $45,000,000 at least $3,060,000 1 less than $45,000,000 less than $3,060,000 0 Lexa Directors at least $45,000,000 at least $3,060,000 1 less than $45,000,000 less than $3,060,000 0 No increase after the Closing in the Total Investment or Voting Stock Investment represented by the Shares held by any Investor Group shall entitle such Investor Group to designate a greater number of directors than that which such Investor Group was entitled to designate immediately prior to such increase. Upon any reduction in the number of THL Directors, Bain Directors, Providence Directors or Lexa Directors: (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
Sample 1
Sell-Down Provisions. The initial number of THL Directors is four (4), but the number of directors that THL Investors are entitled to designate will automatically be reduced effective at and after such time as the THL Investors cease to hold the requisite percentage of Shares initially acquired by them (as indicated on Schedule I) as follows, subject to adjustment pursuant to Section 2.1.3(b): Remaining Percentage of THL Investor’s Initial Investor Shares # of Directors greater than 50% 4 30% or more, but less than or equal to 50% 3 15% or more, but less than 30% 2 5% or more, but less than 15% 1 less than 5% 0 Upon any required reduction in the number of THL Directors under this Section 2.1.3(a), the THL Investors promptly shall cause one or more of the THL Directors, as the case may be, to resign; and the number of members of the Board shall likewise be reduced or an independent director may be designated by the continuing members of the Board as a replacement.
Sample 1
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Sell-Down Provisions. The number of Xxxx Directors and Blackstone Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold the requisite percentage of the Common Stock: Remaining Percentage of Common Stock Remaining # of Directors at least 25% 3 at least 10% 2 at least 3% 1 less than 3% 0 Upon any reduction in the number of Xxxx Directors or Blackstone Directors (unless otherwise agreed to by the Board): (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
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Sell-Down Provisions 
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Related to Sell-Down Provisions

  • Loan Provisions [ ] A. Participant loans are permitted in accordance with the Employer's established loan procedures. [ ] B. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

  • General Loan Provisions 25 SECTION 4.1 Interest..................................................................................... 25 SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans..................................... 28 SECTION 4.3 Fees......................................................................................... 28 SECTION 4.4 Manner of Payment............................................................................ 29 SECTION 4.5 Crediting of Payments and Proceeds........................................................... 30 SECTION 4.6 Adjustments.................................................................................. 30

  • Termination Provisions In this Agreement:

  • Anti-Dilution Provisions The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Reliance on Provisions Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

  • Redemption Provisions Notwithstanding any provision to the contrary contained in the Certificate of Incorporation of Borrower, as amended from time to time (the “Charter”), if, pursuant to the redemption provisions contained in the Charter, Lender is entitled to a redemption of its Warrant, such redemption (in the case of Lender) will be at a price equal to the redemption price set forth in the Charter (the “Existing Redemption Price”). If, however, Lender delivers written notice to Borrower that the then current regulations promulgated under the SBIC Act prohibit payment of the Existing Redemption Price in the case of an SBIC (or, if applied, the Existing Redemption Price would cause the Series C Preferred Stock to lose its classification as an “equity security” and Lender has determined that such classification is unadvisable), the amount Lender will be entitled to receive shall be the greater of (i) fair market value of the securities being redeemed taking into account the rights and preferences of such securities plus any costs and expenses of the Lender incurred in making or maintaining the Warrant, and (ii) the Existing Redemption Price where the amount of accrued but unpaid dividends payable to the Lender is limited to Borrower’s earnings plus any costs and expenses of the Lender incurred in making or maintaining the Warrant; provided, however, the amount calculated in subsections (i) or (ii) above shall not exceed the Existing Redemption Price.

  • INDEMNIFICATION PROVISIONS Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

  • Identifying Provisions For purposes of this Agreement, the following terms shall have the following respective meanings:

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

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