Management Rollover Sample Clauses

Management Rollover. Notwithstanding any provision to the ------------------- contrary herein, the parties hereto agree that, if requested by Parent and agreed to by the applicable employees, so long as MLP, the GP Entities and the holders of Units shall not be adversely affected thereby, the parties hereto shall amend this Agreement prior to Closing to permit Units and/or Options (as herein defined) owned by certain employees of MLP to be exchanged for membership interests in Parent (in which event the aggregate Merger Consideration will be adjusted accordingly).
Sample 1
AutoNDA by SimpleDocs
Management Rollover. 1.1 The following definitions are hereby added to Section 1.1 (Definitions):
Sample 1
Management Rollover. Joint Lead Arrangers shall be ------------------- satisfied with the amount and the terms and conditions of all management rollover of their equity in Borrower in connection with the Recapitalization.
Sample 1
Management Rollover. Prior to the Effective Time, (i) the shareholders designated on Schedule 9.2(n) of the Disclosure Schedules as Rollover Shareholders (the “Rollover Shareholders”) shall have contributed the Rollover Shares to Parent, pursuant to a Rollover Agreement (which such agreement shall be in full force and effect), in exchange for Series A Preferred Stock of Parent and (ii) the Rollover Shareholders, WP Entities and Parent shall have entered into a stockholders agreement regarding the ownership of the capital stock of Parent and a registration rights agreement regarding the registration of capital stock of the Parent, and each such agreement shall be in full force and effect.
Sample 1
Management Rollover. (a) Upon the terms and subject to the conditions of this Agreement, immediately prior to the Closing, the Buyer and the Company shall, to the extent within their respective control, cause the Management Rollover to be consummated in accordance with the Rollover Agreements. For purposes hereof, “Remaining Company Equity Interests” means the outstanding Company Equity Interests, other than the Rollover Company Equity Interests.
Sample 1
Management Rollover. The nature and amount of the ------------------- Management Rollover shall be reasonably satisfactory to the Arranger.
Sample 1
Management Rollover. Acquiror and any holder of Stock Options that is a member of the management of CPI may enter into an agreement providing that any or all of the Stock Options held by such holder shall be converted into stock options of Acquiror on the terms and subject to the conditions to be specified in such agreement. Schedule 1.7 (which shall be prepared by the Company and Acquiror after the date hereof and prior to the Closing) shall set forth the specific Stock Options subject to any such agreement.
Sample 1
AutoNDA by SimpleDocs
Management Rollover. Notwithstanding anything to the contrary contained herein, the amount of the Equity Consideration to be paid by Parent and MergerCo in respect of the Merger pursuant to Section 1.2, the amount of the Equity Consideration to be delivered by MergerCo to the Company pursuant to the first sentence in Section 1.3(c) and the amount of the Equity Consideration to be paid by the Surviving Corporation to the Paying Agent pursuant to Section 1.3(c)(iii) shall each be reduced by an amount equal to product of (a) the aggregate number of shares of Company Stock held by Parent or MergerCo immediately prior to the Effective Time (collectively, the “Rollover Shares”) and (b) the Per Share Merger Consideration. For purposes of determining the Per Share Merger Consideration under this Agreement, the reduction in the amount of the Equity Consideration provided for in the preceding sentence shall be deemed not to have occurred and the Rollover Shares shall be deemed to be issued and outstanding and shall be included in the calculation of the Fully Diluted Number. The Rollover Shares shall be cancelled at the Effective Time as provided in Section 1.4(b).”
Sample 1

Related to Management Rollover

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Management Agreement The Management Agreement is in full force and effect and there is no default 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.

  • Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.

  • Fund-related Contract Owner Services Maintain adequate fidelity bond or similar coverage for all Company officers, employees, investment advisors and other individuals or entities controlled by the Company who deal with the money and/or securities of the Funds. • Provide general information with respect to Fund inquiries (not including information about performance or related to sales). • Provide information regarding performance of the Funds. • Oversee and assist the solicitation, counting and voting of contract owner pass-through voting interests in the Funds pursuant to Fund proxy statements. Other Administrative Support • Provide other administrative and legal compliance support for the Funds as mutually agreed upon by the Company and the Funds or the Fund Administrator. • Relieve the Funds of other usual or incidental administrative services provided to individual contract owners. Schedule B

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Management Arrangements As of the date hereof, other than the Support Agreement and except as previously disclosed to the Company, none of Parent or Merger Sub, or their respective executive officers, directors or affiliates, has entered into any agreement, arrangement or understanding with any of the executive officers, directors or Affiliates of the Company that is currently in effect or would become effective in the future (upon the consummation of the Merger or otherwise) and that would be required to be disclosed under Item 1005(d) of Regulation M-A under the Exchange Act.

  • Management Changes Notify the Agent in writing within thirty (30) days after any change of its executive officers.

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

  • 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.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

Time is Money Join Law Insider Premium to draft better contracts faster.