Management Holdco Sample Clauses

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Management Holdco. (a) Management Holdco has been established as a special purpose investment vehicle through which the parties to the Management Holdco Equity Agreements who, prior to Pricing, held Class B Units and who have contributed Common Units to Management Holdco (such persons, the “Management Holdco Partners”) and indirectly hold Units through the ownership of limited liability company interests in Management Holdco (“Management Holdco Interests”). In applying the provisions of this Agreement (including Article 2, Article 3, Article 4, Article 5, Article 6, Article 7 and Article 9), and in order to determine equitably the rights and obligations of Management Holdco and the Management Holdco Partners, the Managing Member, the Company and/or Management Holdco may treat (a) the Units held by Management Holdco as if they were directly held by the Management Holdco Partners having an indirect economic interest therein and (b) any Management Holdco Partner as if it were a Member with a corresponding interest in a proportionate portion of the Units owned by Management Holdco (including, in each case, for purposes of determining whether such Unit is a Vested Common Unit or Unvested Common Unit). Accordingly, upon (i) any issuance of additional Units to Management Holdco for the benefit of any Management Holdco Partner (or the occurrence of any event that causes the repurchase or forfeiture of any Units), (ii) the Transfer of Units by Management Holdco or (iii) any merger, consolidation, sale of all or substantially all of the assets of the Company, issuance of debt or other similar capital transaction of the Company (each, a “Management Holdco Action”), the Managing Member, the Company and/or Management Holdco may take any action or make any adjustment with respect to the Management Holdco Interests to replicate, as closely as possible, such Management Holdco Action (including the effects thereof), and the Members shall take all actions reasonably requested by the Managing Member in connection with any Management Holdco Action and this Section 7.3. (b) Notwithstanding the provisions of Section 4.1(b), the Managing Member, in its sole discretion, may authorize that cash be paid to Management Holdco (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of Management Holdco’s Units to the extent that such cash payment is used by Management Holdco to redeem, repurchase or otherwise acqui...
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Management Holdco. Effective immediately following the transactions described in Section 1.2 and prior to the Merger Effective Time, and notwithstanding anything to the contrary in the LLC Agreement or any Award Letter entered into between Jagged Peak LLC and a Management Member, (i) Q-Jagged Peak and the Management Members shall adopt the Amended and Restated Limited Liability Company Agreement of Management Holdco, in the form attached hereto as Exhibit A, as the limited liability company agreement of Management Holdco (the “Management Holdco LLC Agreement”) and (ii) each Management Member hereby conveys, transfers, assigns and delivers to Management Holdco all of its right, title and interest in and to (A) such Management Member’s pro rata portion (calculated based on such Management Member’s relative ownership of Management Incentive Units prior to the recapitalization described in Section 1.2) of a number of Units equal to the quotient obtained by dividing (x) $10,000,000 by (y) the IPO Price (it being understood that such Units represent a portion of the Units issued in respect of the unallocated Management Incentive Units) and (B) (x) with respect to each Group I Member, 35% of (I) the Units received by such Management Member pursuant to Section 1.2 in respect of such Management Member’s Management Incentive Units less (II) the number of Units contributed by such Management Member to Management Holdco pursuant to clause (A) of this sentence and (y) with respect to each Group II Member, 25% of (I) the Units received by such Management Member pursuant to Section 1.2 in respect of such Management Member’s Management Incentive Units less (II) the number of Units contributed by such Management Member to Management Holdco pursuant to clause (A) of this sentence. For the avoidance of doubt, the execution by each Management Member of this Agreement shall be effective to admit such Management Member as a member of Management Holdco and each Management Member hereby agrees to be bound by, and subject to, all of the terms and conditions of the Management Holdco LLC Agreement.
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Management Holdco. Effective as of immediately prior to the Closing, and without any further action required by any Person, (a) all Class A Units of Management Holdco held by the Company shall transfer to and be held by the Member Representative, without any liability for the Company or any of its Subsidiaries (but subject to the liability of Buyer under Section 1.4(c)), and the Member Representative shall become the Class A Member of Management Holdco and (b) the Member Representative shall become the Manager of Management Holdco, replacing the Company in such position. ARTICLE VIII
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