Class B Entities definition
Examples of Class B Entities in a sentence
No Transfer or acquisition of any Shares in violation of any provision of this Agreement shall be effective to pass any title to, or create any interest in favor of, any Person, but the Investor or Class B Entities, as the case may be, in attempting to effect or in permitting or suffering such Transfer or acquisition, shall be deemed to have committed a material breach hereof.
The Investor, Parent and the Class B Entities agree that the Investor Directors shall not be entitled to vote on the transactions contemplated by the Partnership Contribution or on the approval or adoption of the Partnership Contribution Agreement notwithstanding the fact that such transaction and such agreement may be referred to the Special Committee.
ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT SHALL BE VOID." Upon termination with respect to the Investor or the Class B Entities of this Agreement in accordance with its terms or upon any Shares ceasing to be subject to this Agreement and upon the written request by the Investor or any of the Class B Entities, as the case may be, Parent shall issue new certificates with the foregoing legend removed.
The Company shall not, and shall cause its Affiliates not to and use reasonable best efforts to cause its Associates not to, request publicly that Parent or any of the Class B Entities or any of their respective agents or representatives, directly or indirectly, amend or waive any provision of this Agreement or make any such request privately if it could reasonably be expected to require Parent to make a public announcement regarding such request.
The Investor and the Class B Entities shall cause all Shares owned by the Investor and the Class B Entities, as the case may be, and shall use reasonable best efforts to cause all of their respective Affiliates and Associates to be represented, in person or by proxy, at all meetings of holders of Shares of which the Investor or the Class B Entities, as the case may be, have actual notice, so that all of such Shares may be counted for the purpose of determining the presence of a quorum at such meetings.
Prior to the election of directors to the Board, the Investor may give reasonable advance written notice to Parent prior to the mailing of the proxy statement relating to such matters requesting that Parent include, and Parent and the Class B Entities (in their capacity as stockholders of Parent) agree that Parent shall include, the Investor Directors as nominees for the slate of directors to be elected to the Board.
All Shares that are Beneficially Owned by the Investor (including any Shares disclosed pursuant to Section 2(a) for as long as such Shares are Beneficially Owned by the Investor or its Affiliates), and the Class B Entities and, to the extent provided herein, the Affiliates and Associates of the Investor and the Class B Entities, shall be subject to this Agreement.
Any Class B Entity may assign this Agreement in connection with a Transfer of any Shares to a Class B Entity or any Qualified Parties or Controlled Subsidiaries of any Class B Entities; provided, that such transferee shall become a party to a counterpart of this Agreement and become bound as a Class B Entity hereunder.
Each of the Class B Entities, the Company and Parent severally agrees that, at the Stock Closing, it will execute and deliver the Stock holders Agreement.
Any Class B Entity may assign this Agreement in connection with a Transfer of any Shares to a Class B Entity or any Qualified Parties or Controlled Subsidiaries of any Class B Entities; PROVIDED, that such transferee shall become a party to a counterpart of this Agreement and become bound as a Class B Entity hereunder.