Management Stockholder’s Agreement. In consideration of this RSU award, the Participant agrees to be bound by the terms of Annex A attached hereto, which is incorporated in, and made a part of, this Agreement.
Management Stockholder’s Agreement. In consideration of this SAR award, the Participant agrees to be bound by the terms of Annex A attached hereto, which is incorporated in, and made a part of, this Agreement.
Management Stockholder’s Agreement. Optionee acknowledges and agrees that (i) the Options and any resulting Shares shall continue to be subject to the terms, conditions and restrictions set forth in the Management Stockholders Agreement dated March 10, 2006 (the “Management Stockholders Agreement”), including, without limitation, the right of the Company to exercise its right to repurchase all or any portion of the Call Shares and Call Options as set forth in Article V of the Management Stockholders Agreement, (ii) Article V of the Management Stockholders Agreement shall remain effective with regard to the Options (and any resulting Shares) until the earlier of the third anniversary of the date on which the Optionee ceases to be a Service Provider (i.e., July 31, 2014) or an Initial Public Offering, and (iii) if Optionee breaches any provision of Sections 7 through 10 of the Agreement and Release, the Company shall have the right to terminate and cancel any Options that have not been exercised by Optionee and the Call Shares Price for any Shares acquired upon the exercise of any Options shall be equal to the lower of (x) the Fair Market Value of such Call Shares as of the Call Date and (y) the Book Value of such Call Shares as of the Call Date.
Management Stockholder’s Agreement. “Management Stockholders Agreement” shall mean that certain Management Stockholders Agreement by and between the Company and its stockholders, as may be amended from time to time.
Management Stockholder’s Agreement. Each of the Stockholders agrees that he or it shall take, or cause to be taken, all actions necessary to comply with its obligations pursuant to that certain Management Stockholders and Registration Rights Agreement, dated as of October 9, 1992, by and among BE Acquisition Corporation, BCP and certain officers and employees of Essex Group, Inc., as amended (the "Management Stockholders Agreement"), including the provision of Tag-Along Notices (as defined in the Management Stockholders Agreement) to each of the Tag-Along Offerees (as defined in the Management Stockholders Agreement) as promptly as practicable (and not later than two business days) after the earliest to occur of the following (the "Tag-Along Event"): (i) the Board withdraws, modifies or changes its recommendation of the Merger Agreement, the Offer or the Merger in a manner adverse to Parent or shall have resolved to do so, (ii) the Board recommends, takes a "neutral" position with respect to, or resolves to accept or accepts an Acquisition Proposal, and (iii) any person or "group" (within the meaning of Section 13(d) (3) of the Exchange Act) shall publicly make an Acquisition Proposal. If a Tag-Along Event occurs and any Tag-Along Offeree properly exercises his, her or its option to sell a number of shares of Common Stock owned by such Tag-Along Offeree in accordance with Section 3.01 of the Management Stockholders Agreement, Parent hereby agrees to purchase such shares from the Tag-Along Offeree upon the same terms and conditions applicable to the Stock Options.
Management Stockholder’s Agreement. It is hereby agreed and acknowledged that any approval, consent or action required or permitted by the Majority Principal Investors (as such term is defined in the Management Stockholders’ Agreement) in respect of any matter under the Management Stockholders’ Agreement (a “Majority Investor Matter”) shall require the approval, consent or action of the Sponsors holding a Majority in Interest of the Company Shares held by the Sponsors unless the consent or approval of any Sponsor or any different proportion of Sponsors relating to any such Majority Investor Matter is specified in this Agreement, in which case the approval, consent or action by the Majority Principal Investors in respect of such Majority Investor Matter shall require the approval or consent of such Sponsor or such proportion of Sponsors, as the case may be. For the avoidance of doubt (i) for purposes of Section 2.1(a) of the Management Stockholders’ Agreement, the specification of the number of members of the board of directors by the Majority Principal Investors shall be subject to Section 3.1(a), (ii) for purposes of Section 2.1(b) of the Management Stockholders’ Agreement, the specification of directors by the Majority Principal Investors shall be subject to Section 3.1 and (iii) with respect to any amendment, modification, extension, termination or waiver contemplated by Section 9.2 of the Management Stockholders’ Agreement, the Majority Principal Investors shall be subject to Section 7.9(a).
Management Stockholder’s Agreement. “Management Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement between the Optionee and the Company.
Management Stockholder’s Agreement. The term “Management Stockholder’s Agreement” means a Management Stockholder’s Agreement among a current or future employee of the Company, the Company and First Reserve.
Management Stockholder’s Agreement. The term “Management Stockholders’ Agreement” shall mean the Management Stockholders’ Agreement dated as of February 3, 1998 (and as amended from time to time), among Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands exempted limited partnership, and Blackstone Family Investment Partnership III L.P., a Delaware limited partnership (collectively, “Blackstone”), the Company, Xxxxxx Packaging Holdings Company, a Pennsylvania limited partnership formerly known as Xxxxxx Packaging Company, GPC Capital Corp. II, a Delaware corporation, and the parties identified thereto or to the supplementary agreements referred to in Section 8.12 thereof as Management Investors.
Management Stockholder’s Agreement. Executive and the Company hereby agrees that, upon the Closing, Executive shall automatically and without further action become bound by, and become a party to, the Management Stockholders’ Agreement as a “Management Investor” (as defined therein).
