MANAGEMENT SHAREHOLDERS AGREEMENT Sample Clauses

MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Shares will be subject to a restriction on transfer prior Restrictions: to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts. Right of First If the Lapse Date occurs prior to Change of Control or an Refusal: IPO, the Company will have a right of first refusal on any proposed sale of Shares until a Change of Control or an IPO. Drag Along The Investor Members will have the right to drag along Shares in the event of any private sale to a third party in the same proportion as the Investor Member's Shares are sold. The drag along rights shall be on substantially the same terms as the drag along rights relating to the A Units under the LLC Agreement and the Management Members Agreement.
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MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Restrictions: Shares will be subject to a restriction on transfer prior to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts.
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MANAGEMENT SHAREHOLDERS AGREEMENT. The terms and conditions of Executive’s purchase of any Restricted Shares, including certain restrictions on resale of the Restricted Shares, the right of the Company to repurchase all or a portion of such Restricted Shares from Executive under certain circumstances, including without limitation upon termination of Executive’s employment, and the applicable repurchase price for repurchase of the Restricted Shares, will be set forth in a Shareholders’ Agreement, between the Company, the Executive, and one or more other shareholders of the Company (as the same has been or may hereafter be amended, the “Management Shareholders’ Agreement”). Among other things, the Management Shareholders’ Agreement will grant a right of first refusal first under certain circumstances, to Xxxxxx X. Xxxxx, and second, to the Company, to purchase Executive’s Restricted Shares at a purchase price equal to the Book Value per Share of Common Stock as of the last day of the month preceding the date of purchase.
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MANAGEMENT SHAREHOLDERS AGREEMENT. Each of the Companies and each Purchaser agree to enter into a management shareholders agreement (the “Management Shareholders Agreement”), substantially in the form attached hereto as Exhibit A, simultaneously with this Agreement.
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MANAGEMENT SHAREHOLDERS AGREEMENT. FPAC has received and reviewed the Management Shareholders Agreement. FPAC hereby acknowledges and accepts the terms and other provisions of the Management Shareholders Agreement.
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Related to MANAGEMENT SHAREHOLDERS AGREEMENT

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

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