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. 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. 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. 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.
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 below. All unspecified decision-making, including the day-to-day implementation and execution of mutually agreed upon operating and maintenance plans, shall be the Tenant’s responsibility.
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 Company shall cause at least two members of its senior management team to make open-market purchases of the Common Stock between the Closing Date and December 31, 2007, to the extent such open-market purchases are permitted under the Company’s xxxxxxx xxxxxxx policies.
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.
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;
9.6.2. Rollover Options to purchase, for an exercise price of $36.36 per share, an aggregate of 11,387.52 shares of the common stock of the parent corporation of Buyer ("Parent Stock"), all as set forth ------------ on Schedule 1 hereto, shall be issued to the Rollover Managers in ---------- consideration of their performance of future services to Buyer and its Affiliates; and
Management Participation. The parties hereby confirm that ------------------------ representatives of DHS and the Buyer have been actively involved in the management of the Business at all times since March 1, 1997, and DHS and the Buyer (through their employees working in the Business) will have the right to continue to manage and participate in all aspects of the Business at all times from the date hereof through the Closing or any termination of this Agreement. Such participation shall include matters of the type described in Section 6.5 above, as well as all other material decisions relating to the business and affairs of the Business.
