Management Shares. All shares of BrightStar Common Stock included in the Exchange Consideration received by Georxx X. Xxxxxx, Xxrk X. Xxxxx xxx Tarrxxx Xxxcxxx xxxll be subject to repurchase by BrightStar pursuant to the terms of the Stock Repurchase Agreement.
Management Shares. All shares of Common Stock that are issued and outstanding and held by the Management Holders as of the date hereof, including upon the direct or indirect transfer thereof by the original holder, the equity holder of a Management Holder (or the issuance of any securities or ownership interest in a Management Holder) or any subsequent holder thereof and any shares or other securities issued in respect of such Management Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Management Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock.
Management Shares. (a) Each member of the Company's management named in Schedule I attached hereto (each a "Management Participant" and collectively the "Management Participants") shall have the right to receive as of the Effective Time (subject to Sections 1.13 and 1.6(b)) the number of Buyer Common Shares which have a Market Value equal to the excess, if any, of (x) such Management Participant's Bonus Pool Percentage of the Bonus Pool minus, (y) such Management Participant's Stockholder Payment (the "Management Shares"), it being understood that such calculation is dependent on the Common Conversion Ratio which is dependent on the definition of Management Shares and is an iterative calculation.
Management Shares. (a) Immediately prior to the consummation of the transactions contemplated by the Partnership Interests Purchase Agreement made and entered into as of July 5, 2005 by and among Capital C Energy, LP, Capital C Energy Partners, L.P. EnerVest Energy Institutional Fund X-A, L.P., EnerVest Energy Institutional Fund X-WI, L.P. and EnerVest Energy Institutional Fund X-B, L.P., (as amended, the “Purchase Agreement”), the Company will issue to Executive [17.1037] shares of its common stock, each with no par value, the “Management Shares.” The 1500 shares owned by Capital C Energy Operations, LP (the “Shareholder”) prior to such issuance will be referred to as the “Unrestricted Shares.” The transaction contemplated by the Purchase Agreement will be referred to as the “Transaction.”
Management Shares. The Company shall have reserved for issuance an additional 600,000 shares of Common Stock (the "Management Shares"); provided, however, that in the event COL's negative net worth as of August 31, 1996 (as determined by Ernst & Young, LLP or such other accounting firm engaged by the Surviving Corporation and then acting as its outside auditors) is greater than $470,000 (assuming the capitalization of those certain amounts previously indicated by Ernst & Young, LLP as appropriate to be capitalized in the aggregate amount of $229,388)(the "Permissible Negative Net Worth"), as is determined in accordance with generally accepted accounting principles to the extent applicable, such number of Management Shares shall be reduced by 1 1/2 shares for each dollar by which COL's negative net worth exceeds the Permissible Negative Net Worth. Such Shares to be granted to the management of the Surviving Corporation shall vest according to a schedule established by the Company.
Management Shares. (a) Subject to Section 4.19(b), (i) upon the Closing, the Company shall have the right (but not the obligation) to issue to the members of management of the Company designated by the Company and approved by the Investors (such approval not to be unreasonably withheld) up to 4,000,000 shares in the aggregate (the "Management Shares") of a to-be-designated Class E Common Stock which shall have the rights and preferences set forth on Exhibit G (the "Class E Common Stock").
Management Shares. The officers, directors and Kevlxx Corporation Employee Stock Ownership Plan, own, in the aggregate, 13.7% of the outstanding Kevlxx Xxxck. (aq) STATUS OF FLOW VISION. Attached hereto as EXHIBIT 3.1(aq) is a copy of all correspondence relating to pending claims under the agreement by which Kevlxx xxxd most of the assets of Flow Vision Inc. (a Massachusetts corporation) (the "Flow Vision Agreement"). To Kevlxx'x xxxwledge, there are no past or current events or circumstances that could give rise to claims against Kevlxx xxxer the provisions of the Flow Vision Agreement. Kevlxx xxx received written confirmation from the purchaser under the Flow Vision Agreement that there can be no further claims against Kevlxx xxx product warranty claims under the Flow Vision Agreement; a copy of this written confirmation is included in EXHIBIT 3.1(aq).
Management Shares. In connection with this merger and the terms of this Agreement, the Parent shall issue nineteen million five hundred nine thousand one hundred twelve shares (19,509,112) to the management and employees of Harbrew New York as set forth on Schedule 3.01(b).
Management Shares. All of the shares of LivingSocial held by LS Korea for members of the management team of the Company shall have been distributed prior to the Closing Date.
Management Shares. The Company may from time to time issue shares of Common Stock (including options, warrants and other similar rights to purchase shares of Common Stock) to certain officers and employees of, and consultants and advisors to, the Company pursuant to one or more equity participation plans or other written agreements adopted by the Board of Directors for such purpose (collectively, the “Management Plans”).
