INVESTOR RIGHTS AGREEMENT
This INVESTOR RIGHTS AGREEMENT ( Agreement) is entered into as of [ ], 2019, by and between Avantor, Inc., a Delaware corporation (the Company) and New Mountain Partners III, L.P., a Delaware limited partnership (New Mountain).
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
Section 1.1 Certain Definitions. As used in this Agreement, the following definitions shall apply:
Affiliate means, when used with reference to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person; provided that, limited partners, non-managing members or other similar direct or indirect investors in a Person (in their capacities as such) shall not be deemed to be Affiliates of such Person; provided further, that, for the avoidance of doubt, for purposes of Section 3.2, the definition of Affiliate shall include (a) in respect of New Mountain, any principal, member, director, partner, officer, employee or other representative of any of the foregoing (other than the Company and any Person that is controlled by the Company) and (b) in respect of the Company, any Person that, directly or indirectly is controlled by the Company.
Aggregate New Mountain Ownership means the total number of Shares owned, in the aggregate and without duplication, by New Mountain as of the date of such calculation.
Board means the board of directors of the Company.
Business Day means a day other than a Saturday, Sunday or other day on which banks located in New York City, New York are authorized or required by law to close.
Common Stock means common stock, $0.01 par value per share, of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any stock into which any such common stock shall have been changed or any stock resulting from any reclassification of any such common stock.
Company Bylaws means the Second Amended and Restated Bylaws of the Company, a copy of which is attached hereto as Exhibit II.
Company Charter means the Second Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit I.
Director means any of the individuals elected or appointed to serve on the Board.