EMPLOYEE SHAREHOLDERS AGREEMENT Sample Clauses

EMPLOYEE SHAREHOLDERS AGREEMENT. Transfer Restrictions Except as provided below, transfers of Purchased Shares or shares purchased upon exercise of Options ("Option Shares") will not be permitted prior to the fifth anniversary of the Effective Time. Option Shares and Purchased Shares may be transferred prior to the fifth anniversary of the Effective Time (i) to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements, (ii) pursuant to an exercise of "Tag-Along" or "Drag-Along" Rights described below, (iii) pursuant to an exercise of call or put rights set forth in the Employment Agreement, (iv) pursuant to an exercise of the registration rights described below or (v) in connection with a Change-in-Control so long as long as such transfers are on a pro rata basis with transfers made by Lehmxx Xxxthers Merchant Banking Partners II L.P. ("LB MBP II") in connection with such Change-in-Control. Except as provided hereinabove or as agreed to by the Compensation Committee, Options will be nontransferable, but may be exercised after an Optionholder's death by his or her designated beneficiary or estate. In addition to the transfer restrictions of the Employee Stockholder Agreement, any sale of Purchased Shares or Option Shares shall in all cases be completed in compliance with applicable securities laws. The Company will register all Option Shares on Form S-8 under the Securities Act of 1933.
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EMPLOYEE SHAREHOLDERS AGREEMENT. Employee agrees and acknowledges that Employee shall be required to enter into an Employee Shareholders Agreement, as a condition to the exercise of the Option, which shall restrict the Employee's ability to pledge, transfer or sell the Corporation's stock acquired upon exercise of the Option, shall grant the Corporation a right of first refusal on such stock, and shall grant the Corporation certain redemption rights on such stock. The Employee Shareholders Agreement shall be in such form as adopted by the board of directors of the Corporation from time to time.
Sample 1Sample 2
EMPLOYEE SHAREHOLDERS AGREEMENT. Transfer Restrictions Except as provided below, transfers of Purchased Shares or shares purchased upon exercise of Options ("Option Shares") will not be permitted prior to the fifth anniversary of the Effective Time. Option Shares and Purchased Shares may be transferred prior to the fifth anniversary of the Effective Time (i) to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements, (ii) pursuant to an exercise of "Tag-Along" or "Drag-Along" Rights described below, (iii) pursuant to an exercise of call or put rights set forth in the Employment Agreement, (iv) pursuant to an exercise of the registration rights described below or (v) in connection with a Change-in-Control so long as long as such transfers are on a pro rata basis with transfers made by Lehmxx Xxxthers Merchant Banking Partners II L.P. ("LB MBP II") in connection with such Change-in-Control. Except as provided hereinabove or as agreed to by the Compensation Committee, Options will be nontransferable, but may be exercised after an Optionholder's death by his or her designated beneficiary or estate. In addition to the transfer restrictions of the Employee Stockholder Agreement, any sale of Purchased Shares or Option Shares shall in all cases be completed in compliance with applicable securities laws. The Company will register all Option Shares on Form S-8 under the Securities Act of 1933. Right of First Refusal The Company shall have a right of first refusal on all management equity rights (which rights the Company may assign to LB MBP II) until the transfer restrictions expire. Such right shall not apply to any transfer to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements. Registration Rights Each Executive will have "piggy back" registration rights if (i) the Company is registering shares of its common stock under the Securities Act of 1933 for its own account (subject to customary exceptions for registrations related to exchange offers or benefit plans), provided that such rights shall only be available if LB MBP II is selling shares of common stock for its own account in connection with such registration, in each case on a pro rata basis with LB MBP II or (ii) in any Public Offering in which shares owned by LB MBP II are offered, on a pro rata basis.
Sample 1
EMPLOYEE SHAREHOLDERS AGREEMENT. In addition to the transfer restrictions of the Employee Stockholder Agreement, any sale of Purchased Shares or Option Shares shall in all cases be completed in compliance with applicable securities laws. The Company will register all Option Shares on Form S-8 under the Securities Act of 1933.
Sample 1

Related to EMPLOYEE SHAREHOLDERS AGREEMENT

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

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