AAH's Right to Cause an IPO Sample Clauses

AAH's Right to Cause an IPO. If at any time AAH desires to cause (A) a Transfer of all or a substantial portion of (x) the assets of the Company or (y) the Members' Interests in the Company to a newly organized stock corporation or other business entity ("Newco"), (B) a merger or consolidation of the Company into or with a Newco as provided under ss. 18-209 of the Act or otherwise, (C) the conversion of the Company into a corporation or other type of entity as provided under ss. 18-216 of the Act or otherwise or (D) another restructuring of all or substantially all of the assets of or Members' Interests in the Company into a Newco, in any case in anticipation of an initial public offering of equity securities registered under the Securities Act of a Newco comprising all or any part of the motor vehicle dealerships and related businesses owned directly or indirectly by the Company (an "IPO"), each Member shall take such steps to effect such transfer, merger, consolidation or other restructuring as may be requested by AAH, including Transferring or tendering such Member's Interests to Newco in exchange or consideration for shares of capital stock or other equity interests of Newco, in an amount to be determined in accordance with the formula set forth in Section 8.02, and entering into a Shareholders Agreement in the form attached hereto as Exhibit A (the "Shareholders Agreement"). Except to the extent provided in the Shareholders Agreement, each Member shall be entitled as a holder of shares of capital stock or other equity interests in Newco to only those rights to which a common stockholder of a corporation is entitled under the laws of the jurisdiction in which Newco is organized. Any conversion of the Company into a Newco or other transaction in anticipation of an IPO shall take legal effect as soon as practicable following AAH's delivery of notice to the other Members of its intention to exercise its rights pursuant to this Section 8.01. AAH and the Company shall endeavor to cause the IPO and any transaction described in this Section 8.01 to occur reasonably contemporaneously. Because certain components of the formula set forth in Section 8.02 may not be determinable at the time of the conversion of the Company into a Newco, the contemporaneous issuance of shares of Newco capital stock or other equity interests to Members in exchange for their Interests shall not be a condition precedent to any such conversion. Upon consummation of the IPO contemplated above, this Agreement shall ...
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Related to AAH's Right to Cause an IPO

  • Executive’s Right to Terminate Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

  • Employee’s Right to Terminate for Good Reason Employee shall have the right to terminate Employee’s employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:

  • Termination for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • No Right to Continue Employment This Agreement shall not confer upon Holder any right with respect to continuance of employment with a Participating Company nor shall it interfere in any way with the right of a Participating Company to terminate the Holder’s employment at any time.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Covenants Not to Compete or Interfere This Agreement incorporates all the terms of that certain Noncompete Agreement between Employee and the Company, as if fully set forth herein. The parties hereby acknowledge that any severance payments made under Section 5 of this Agreement shall be consideration for Employee’s covenant not to compete with the Company.

  • WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • Indemnitee’s Right to Counsel Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

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