Management Participation. Shareholders shall not have any special voting, approval, or other consent rights with respect to the business or other affairs of the Company in their capacities as Shareholders except such rights as are expressly provided in this Agreement. All matters subject to a vote of the Shareholders per the terms of this Agreement or as required by the Act shall be determined by a Majority in Interest, unless another vote is required by law or expressly provided for in this Agreement.
Management Participation. Notwithstanding the foregoing, the Employee Stockholders shall not be entitled to participate in a Demand Registration or a Company Registration pursuant to Sections 10(a) or 10(b), respectively, to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith that the participation of management would adversely affect the marketability of the securities being sold by the Company in such registration.
Management Participation. Company may, at any time and as permitted pursuant to the Amended Employment Agreement, change Executive’s level of participation in senior management and/or restructure senior management in any way determined necessary or appropriate by the Company. Nothing in this Amendment shall guarantee Executive with any particular level of continuing participation in senior management. Executive acknowledges that (i) Company has restructured its senior management and (ii) Executive has been informed of Executive’s position and level of participation in senior management anticipated based upon such restructuring.
Management Participation. Within the general framework of the cost-sharing agreed to in Section 3, and the limits on land-use in Clause A above, Lessor and Tenant elect to share the general management and operating decisions as specified in Option ____ _
Management Participation. 3.1 Startec will allow Blue Xxxxx to participate in the management of the Business as follows:
Management Participation. 9.6.1. Options to purchase an aggregate of 6,146.82 shares of Class A Common Stock of the Company held by the Rollover Managers shall be cancelled;
Management Participation. Schedule 4.8 hereto sets forth a true and complete summary of all written arrangements, agreements and understandings regarding the interests of and the terms of the participation of Management in the transactions contemplated hereby including, without limitation, with respect to the voting of shares of Company Common Stock beneficially owned by Management and the economic benefits which may inure to Management as a result of the transactions contemplated hereby. Except as set forth in Schedule 4.8, there is no material arrangement, agreement or understanding regarding such interests or participation. ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO MERGER 5.1 Conduct of Business of the Company. Except as set forth in the Disclosure Schedule, during the period from the date of this Agreement to the Effective Time (except as otherwise specifically required by the terms of this Agreement), the Company shall, and shall cause its subsidiaries to, act and carry on their respective businesses in the usual, regular and ordinary course of business consistent with past practice and use its and their respective reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with them and to preserve goodwill. Without limiting the generality of the foregoing, except as set forth in the Disclosure Schedule or otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior consent of THL I, which shall not be unreasonably withheld: (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent; (b) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (except pursuant to the Company's Rights Agreement); (c) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire ...
Management Participation. The Seller 1 hereby assigns with effect as of the Closing Date to the Purchaser all of its claims and rights against the Sellers 2 and 3 relating to Sellers 2 and 3 obligation under their management participation agreements of 3 March 2015, notarial deed of the public notary Dr. Xxxxxx Xxxxxxx, Würzburg, roll no. (Urkundennummer) 210/15 B (relating to Seller 2) and 209/15 B (relating to Seller 3), to pay or reimburse any taxes relating to the entering into or implementation of this management participation. Sellers 2 and 3 hereby consent to such assignment.
Management Participation. Once the HOOPP IRR Hurdle has been met with respect to a HOOPP Class B Preferred Unit (or portion thereof), the HOOPP Stockholder shall distribute or otherwise transfer 5% of the cash amount (other than Make-Whole Payments) received by the HOOPP Stockholder in respect of such HOOPP Class B Preferred Unit (or portion thereof) in excess of the cash amount required to achieve the HOOPP IRR Hurdle with respect to such HOOPP Class B Preferred Unit (or portion thereof) to certain members of management of the Company and its Subsidiaries (other than the Founder) as determined by the Founder Stockholder in its sole discretion. The Founder Stockholder and the Company shall cooperate in good faith with the HOOPP Stockholder to structure such distribution or transfer in a manner that will cause such payments to be deductible by the HOOPP Stockholder for U.S. federal (and applicable state and local) income tax purposes.
Management Participation. The President of NetSat shall regularly and actively consult with representatives of EMS, as designated by EMS from time to time with respect to the business affairs of NetSat, including business planning, satellite and system design, manufacturing and launch relationships, service provider relationships, potential investors, and other matters material to the future development and operation of NetSat. The Executive Committee of NetSat will designate as a Vice President of NetSat, with authority to represent NetSat in relationships with third parties appropriate for a senior officer, Xxxxxxx X. Xxxxx or other individual mutually acceptable to EMS and such Executive Committee.
