Possession of Certificates. Until the earlier to occur of a Sale of the Company and an IPO, any certificates evidencing Executive Units shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Units, if any. All certificates evidencing Executive Units shall be delivered by Executive to the Company, and, if requested by the Company, together with appropriate irrevocable unit powers undated and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Sale of the Company or otherwise upon a repurchase of such Executive Units hereunder. Upon the occurrence of a Sale of the Company, the Company shall either (i) return to the record holders thereof any certificates representing Vested Units (as defined in Section 2(a) below), duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blank, or (ii) deliver to the record holders of the Executive Units all proceeds received by the Company from the transfer of the Vested Units in connection with a Sale of the Company. Upon the occurrence of an IPO or an incorporation of the Company pursuant to Article XIV of the LLC Agreement, the Company shall return to the record holders thereof any certificates representing Vested Units, duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blank.
Appears in 5 contracts
Samples: Class B Executive Unit Exchange Agreement (Yankee Finance, Inc.), Class C Executive Unit Exchange Agreement (Yankee Finance, Inc.), Class B Executive Unit Exchange Agreement (Yankee Finance, Inc.)
Possession of Certificates. Until the earlier to occur of a Sale of the Company and an IPO, any certificates evidencing Executive Units shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Units, if any. All certificates evidencing Executive Units shall be delivered by Executive to the Company, and, if requested by the Company, duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Sale of the Company or otherwise upon a repurchase of such Executive Units hereunder. Upon the occurrence of a Sale of the Company, the Company shall either (i) return to the record holders thereof any certificates representing Vested Units (as defined in Section 2(a) below), duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blank, or (ii) deliver to the record holders of the Executive Units all proceeds received by the Company from the transfer of the Vested Units in connection with a Sale of the Company. Upon the occurrence of an IPO or an incorporation of the Company pursuant to Article XIV of the LLC Agreement, the Company shall return to the record holders thereof any certificates representing Vested Units, duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blank.
Appears in 5 contracts
Samples: Class B Executive Unit Purchase Agreement (Yankee Holding Corp.), Class C Executive Unit Grant Agreement (Yankee Holding Corp.), Class B Executive Unit Purchase Agreement (Yankee Holding Corp.)
Possession of Certificates. Until the earlier to occur of a Sale of the Company and an IPO, any certificates evidencing Executive Units shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Units, if any. All Any certificates evidencing Executive Units held by Executive or Executive’s Permitted Transferee shall be delivered by Executive to the Company, and, if requested by the Company, together with appropriate irrevocable unit powers undated and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Sale of the Company or otherwise upon a repurchase of such Executive Units hereunder. Upon the occurrence of a Sale of the Company, the Company shall either (i) return to the record holders thereof any certificates representing Vested Units (as defined in Section 2(a) below), duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blankpreviously delivered by Executive, or (ii) deliver to the record holders of the Executive Units all proceeds received by the Company from the transfer of the Vested Units in connection with a Sale of the Company. Upon the occurrence of an IPO or an incorporation of the Company pursuant to Article XIV of the LLC Agreementa Section 351 Transaction, the Company shall return to the record holders thereof any certificates representing Vested Units, duly endorsed in blank or together with appropriate irrevocable unit powers undated and duly executed in blankpreviously delivered by Executive.
Appears in 2 contracts
Samples: Class B Common Unit Grant Agreement (CDW Finance Corp), Class B Common Unit Grant Agreement (CDW Finance Corp)