Management Transactions Clause Samples
The Management Transactions clause defines the rules and procedures governing transactions or decisions made by the management of a company, such as entering into contracts, making investments, or disposing of assets. Typically, this clause outlines which types of transactions require approval from the board of directors or shareholders, and may set thresholds for value or risk that trigger additional oversight. Its core practical function is to ensure that significant management actions are subject to appropriate review and authorization, thereby protecting the interests of stakeholders and preventing unauthorized or risky decisions.
Management Transactions. Enter into or effect directly or indirectly any transaction between the Company or one of its subsidiaries, on the one hand, and a member of senior management or any Affiliate thereof, on the other.
Management Transactions. Immediately prior to Closing, the Sellers’ Representative shall, and shall cause the Target Companies to, reasonably cooperate with the Purchasers’ Representative to (i) make such filings as are necessary to establish a limited liability company on such terms as designated by the Purchasers’ Representative (the “Management Equity Vehicle”), (ii) issue equity of the Management Equity Vehicle to certain investors designated by the Purchasers’ Representative in such amounts and on such terms as designated by the Purchasers’ Representative, (iii) issue equity of the Management Equity Vehicle to ING CRA Real Estate Securities Holdings, Inc. in such amounts and on such terms as designated by the Purchasers’ Representative, (iv) contribute 100% of the equity of ING Clarion Real Estate Securities, LP from ING CRA Real Estate Securities Holdings, Inc. to the Management Equity Vehicle on such terms designated by the Purchasers’ Representative, and (v) enter into a limited liability company agreement in respect of the Management Equity Vehicle in such form and substance as provided by the Purchasers’ Representative (the “Management Transactions”). The Purchasers’ Representative shall bear all out-of-pocket costs and expenses in connection with the Management Transactions and the Sellers’ Group shall not be required to incur any cost or expense in connection with such Management Transactions.
Management Transactions. (a) At least four Business Days prior to the Closing Date, the Buyer Entities shall deliver to Truist a statement (the “Rollover Statement”) setting forth the names of each Management Holder who will be a Rollover Holder, and at least three Business Days prior to the Closing Date, the Buyer Entities shall deliver a supplement to the Rollover Statement that sets forth with respect to each Rollover Holder, the number and type of such Rollover Holder’s Rollover Units and, based on the Estimated Closing Statement, the MH Rollover Amount and/or the ▇▇ ▇▇ Rollover Amount in respect of such Rollover Holder. Immediately following the Special Distribution, the Pre-Closing Tax Distribution and the Truist Partners Distribution, and immediately prior to the Closing, Management Holdings or Management Holdings II, as the case may be, will redeem each MH Incentive Unit and ▇▇ ▇▇ Common Unit that is a Rollover Unit from the Rollover Holder who holds such MH Incentive Unit or ▇▇ ▇▇ Common Unit, and distribute in respect of such MH Incentive Unit and ▇▇ ▇▇ Common Unit so redeemed the Corresponding Units (as defined in the Management Holdings LLC Agreement or Management Holdings II LLC Agreement, as applicable) (the “Rollover”) and the portion of the Pre-Closing Tax Distribution and Special Distribution allocable to such Corresponding Units; provided that such redemption and distribution shall be subject to and conditioned on the occurrence of the Closing and the Rollover Holder executing and delivering such other instruments of conveyance and transfer (a “Rollover Agreement”), and taking such other actions, as may be reasonably requested by the Truist Parties, the Buyer Entities or any of their respective Affiliates, including agreeing to (i) any amendments to the Management Holdings LLC Agreement or Management Holdings II LLC Agreement, in each case in form and substance reasonably acceptable to the Buyer Entities, Management Holdings or Management Holdings II, and (ii) contribute the portion of the Special Distribution paid to such Rollover Holder in respect of such Rollover Holder’s Corresponding Units pursuant to Section 5.34 in accordance with the terms of such Rollover Holder’s Rollover Agreement.
(b) The parties agree to use reasonable best efforts following the date hereof to effect the Rollover and to facilitate each Rollover Holder’s contribution of such Rollover Units in exchange for equity interests in a Buyer Entity or an Affiliate thereof in connection with th...
Management Transactions. Except as set forth in Part 4.09 of the Parent Disclosure Letter, as of the date hereof, neither Parent nor any of its Affiliates have entered into any agreement, arrangement, or understanding (whether written or oral) with any executive officer, director or stockholder of the Company including any employment, consulting, advisory or purchase and sale agreement or any other similar type of agreement.
Management Transactions