Management Carve-Out Plan Sample Clauses

Management Carve-Out Plan. As soon as practicable following the Initial Closing, the Company and the Investors shall take all reasonable steps necessary to implement a management carve-out plan (the “Carve-Out Plan”) whereby the Company’s management will be entitled to a minimum of ten percent (10%) of the total proceeds available for distribution to the Company’s stockholders upon the closing of an Acquisition or Asset Transfer (each as defined in the Restated Certificate). The Carve-Out Plan shall be subject to the approval of the Company’s Board of Directors including the affirmative vote or written consent of both of the Series F Directors. It is anticipated that the Carve-Out Plan will contain provisions generally providing for reductions in proceeds payable thereunder based on in-the-money equity awards held by the Company’s management, the specific terms of which shall be set forth in the Carve-Out Plan.
Sample 1Sample 2
AutoNDA by SimpleDocs
Management Carve-Out Plan. (a) Following the execution of this Agreement, the Company shall adopt a management carve-out plan (the “Carve-Out Plan”), as contemplated by the Restated Articles, for payments to certain service providers of the Company (the “Plan Participants”) upon a Deemed Liquidation Event (as defined in the Restated Articles). Such Carve-Out Plan shall contain the following material terms (the “Carve-Out Plan Terms”): (i) Following payment in full of the Series E First Liquidation Preference (as defined in the Restated Articles) to holders of shares of Series E Preferred Stock, the aggregate amount to be paid to the Plan Participants under the Carve-Out Plan will be established in an amount equal to five percent (5%) (the “Carve-Out Percentage”) of the remaining proceeds from the Deemed Liquidation Event following the payment of the Series E First Liquidation Preference. (ii) If the value of the Company in the Deemed Liquidation Event exceeds $300,000,000, but is equal to or less than $400,000,000, then the Carve-Out Percentage will increase to seven and one-half percent (7.5%) for the amount by which such value exceeds $300,000,000. (iii) If the value of the Company in the Deemed Liquidation Event exceeds $4,000,000, then the Carve-Out Percentage will increase to seven and one-half percent (7.5%) for the amount by which such value exceeds $300,000,000 up to $400,000,000, and then the Carve-Out Percentage will increase to ten percent (10%) for the amount by which such value exceeds $400,000,000. (b) Following the adoption and implementation of the Carve-Out Plan pursuant to Section 5.7(a), the Carve-Out Plan Terms set forth herein and therein may only be modified, rescinded or amended upon approval by the Board and holders of ninety percent (90%) of the outstanding shares of Series E Preferred Stock.
Sample 1Sample 2
Management Carve-Out Plan. As soon as practicable after the Closing (but in no event later than sixty (60) days following the Closing Date), each Management Carve-Out Plan Participant shall be entitled to receive, pursuant to the Management Carve-Out Plan, subject to and in accordance with this Section 1.3, an amount equal to (i) the amount listed opposite such participant’s name on Section 1.3(e) of the Disclosure Schedule minus (ii) the total amount that such participant is entitled to receive in accordance with Section 1.2(a) hereof minus (iii) the total amount of any 2017 annual cash bonus accrued as a liability in the Company’s calculation of the Closing Net Working Capital Amount and payable to such participant, as set forth opposite such participant’s name on Section 1.3(e) of the Disclosure Schedule (the total amount of all such 2017 annual cash bonuses accrued as liabilities in the Company’s calculation of the Closing Net Working Capital Amount and payable to all such Management Carve-Out Plan Participants, the “Reallocated Bonus Amounts”), in each case, in cash, without interest, through Parent’s or the Surviving Corporation’s payroll system in accordance with standard payroll practices, and subject to any required withholding for applicable Taxes. Notwithstanding the foregoing, payment to each such Management Carve-Out Plan Participant hereunder is subject, in each case, to the (i) Management Carve-Out Plan Participant’s continued eligibility to receive payment under the Management Carve-Out Plan as of the Closing and (ii) receipt by Parent or the Surviving Corporation from such Management Carve-Out Plan Participant of a duly completed and validly executed Release Agreement in the form attached hereto as Exhibit F (a “Release Agreement”).
Sample 1
Management Carve-Out Plan. Notwithstanding anything to the contrary set forth in this Article II, including Section 2.7(b), each of the holders of the Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock identified in Section 2.7(i) of the Company Disclosure Letter has agreed to a Management Carve Out Plan (the “MCO”) pursuant to which a portion of the Merger Consideration otherwise to be received by such holder pursuant to the terms of this Agreement shall not be received by such holder but shall instead be received by certain members of the Company’s management and other employees designated by management as compensation. Prior to the Merger Effective Time, and as a condition thereof, each of such holders has executed and delivered to Parent a separate acknowledgement evidencing each such holder’s agreement to the contribution to be made by such holder to the MCO. The MCO shall be reflected by the Company in the Closing Date Allocation Schedule. The contributor and recipient details of the MCO, together with the allocation of cash and Parent Stock that each such recipient is to receive on account of the MCO, are set forth in Section 2.7(i) of the Company Disclosure Letter. The aggregate amount of (i) Parent Stock and (ii) cash contributed to, and distributable from the MCO (the “MCO Cash Payment”) shall be identified on the Closing Date Allocation Schedule.
Sample 1

Related to Management Carve-Out Plan

  • Management Plan The Management Plan is the description and definition of the phasing, sequencing and timing of the major Individual Project activities for design, construction procurement, construction and occupancy as described in the IPPA.

  • Construction Management Plan Contractor shall prepare and furnish to the Owner a thorough and complete plan for the management of the Project from issuance of the Proceed Order through the issuance of the Design Professional's Certificate of Material Completion. Such plan shall include, without limitation, an estimate of the manpower requirements for each trade and the anticipated availability of such manpower, a schedule prepared using the critical path method that will amplify and support the schedule required in Article 2.1.5 below, and the Submittal Schedule as required in Article 2.2.3. The Contractor shall include in his plan the names and resumés of the Project Superintendent, Project Manager and the person in charge of Safety.

  • Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement.

  • Project Management Plan 3.2.1 Developer is responsible for all quality assurance and quality control activities necessary to manage the Work, including the Utility Adjustment Work. Developer shall undertake all aspects of quality assurance and quality control for the Project and Work in accordance with the approved Project Management Plan, Good Industry Practice and applicable Law. 3.2.2 Developer shall develop the Project Management Plan and its component parts, plans and other documentation in accordance with the requirements set forth in Section 1.5.2.5

  • Management and Control Systems Grantee will: 1. maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. 2. develop, implement, and maintain financial management and control systems that meet or exceed the requirements of Uniform Statewide Accounting System (UGMS). Those requirements and procedures include, at a minimum, the following: i. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; ii. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Contract of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Contract and are traceable from the transaction to the general ledger; iii. Effective internal and budgetary controls; iv. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; v. Timely and appropriate audits and resolution of any findings; vi. Billing and collection policies; and vii. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties.

  • Patch Management All workstations, laptops and other systems that process and/or 20 store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or 21 transmits on behalf of COUNTY must have critical security patches applied, with system reboot if 22 necessary. There must be a documented patch management process which determines installation 23 timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable 24 patches must be installed within thirty (30) calendar or business days of vendor release. Applications 25 and systems that cannot be patched due to operational reasons must have compensatory controls 26 implemented to minimize risk, where possible.

  • Configuration Management The Contractor shall maintain a configuration management program, which shall provide for the administrative and functional systems necessary for configuration identification, control, status accounting and reporting, to ensure configuration identity with the UCEU and associated cables produced by the Contractor. The Contractor shall maintain a Contractor approved Configuration Management Plan that complies with ANSI/EIA-649 2011. Notwithstanding ANSI/EIA-649 2011, the Contractor’s configuration management program shall comply with the VLS Configuration Management Plans, TL130-AD-PLN-010-VLS, and shall comply with the following:

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Treatment of Unallowable Costs Previously Submitted for Payment Mallinckrodt further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Mallinckrodt or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Mallinckrodt agrees that the United States, at a minimum, shall be entitled to recoup from Mallinckrodt any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Mallinckrodt or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on Mallinckrodt or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.

  • Management Report Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to Borrower or any other Loan Party by independent auditors in connection with each annual or interim audit made by such auditors of the books of Borrower or any other Loan Party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!