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.
(b) Of the Management Shares which each Management Participant shall have the right to receive as of the Effective Time pursuant to Section 1.6(a):
(i) On the Closing Date the Buyer shall (A) deposit with the Escrow Agent the Indemnification Escrow Percentage of such Management Shares, calculated using the Closing Common Conversion Ratio, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares and deposited in escrow pursuant to Section 1.13(a) and (B) deliver the remainder of such Management Shares, calculated using the Closing Common Conversion Ratio, not deposited into escrow (the "Initial Management Shares") to the Exchange Agent for distribution to the Management Participants in accordance with 1.9.
(ii) On the Asset Value Adjustment Date, if the Closing Net Asset Value Adjustment is positive, the Buyer shall (A) deposit with the Escrow Agent the Indemnification Escrow Percentage of such Management Shares, calculated using the Adjusted Common Conversion Ratio, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares and deposited in escrow pursuant to Section 1.13(a), and (B) deliver the remainder of such Management Shares not deposited into escrow to the Exchange Agent for distribution to the Management Participants in accordance with 1.9; in each case, less any Management Shares delivered to the Escrow Agent and the Management Participants, as the case may be, pursuant to Section 1.6(b)(i).
(iii) On the date which is 18 months after the Closing Date, the Buyer shall (A) deposit with the Escrow Agent the Indemnification Escrow Percentage of any Management Shares not delivered pursuant to Section 1.6(b)(i) or 1.6(b)(ii), rounded up to the nearest whole number, which shares shall b...
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. 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. 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”).
(b) Between the date hereof and the Closing, the parties hereto shall use their reasonable best efforts to agree upon the definitive rights and preferences of the Class E Common Stock and upon revisions to the Amended and Restated Certificate of Incorporation to reflect the terms of the Class E Common Stock as set forth on Exhibit G.
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. 2.4 Merger.........................................................7.6
Management Shares. The Company confirms that it has issued 5,670,256 shares of Common Stock to members of its senior management (the “Management Shares”) in accordance with the Letter Agreement with Wattles Capital Management, LLC, Xxxx Xxxxxxx, Setals 1-6 and Setal 7, Xxxxxx Family Trust, and Xxxxxx X. Xxxxxx, Xx. dated February 21, 2012. The Management Shares represent approximately ten percent (10%) of the Fully Diluted Outstanding Shares of Common Stock of the Company. The Company did not employ the treasury stock method when calculating its fully-diluted shares for the purpose of this Section 6.a. The Management Shares were issued pursuant to restricted stock agreements pursuant to which the Company may repurchase those Management Shares that remain Unvested Shares (as defined in the restricted stock agreements) at their original issue price upon certain events, including the termination of such employees’ continued services.
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”).
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).
