Put by Management Holders Sample Clauses

Put by Management Holders. (a) (i) If the employment of any Management Holder by the Company or any Subsidiary shall be terminated for any reason (other than for Cause or upon a resignation without Good Reason) prior to the Public Float Date (any such termination being hereinafter referred to as a "Put Event"), any such terminated or resigning Management Holder and his direct and indirect transferees shall have the right (the "Put Option"), subject to Section 2.3(a)(ii) below, by delivery of one or more written notices to the Company (with copies to each Non-Initiating Management Holder and JWC Holder) (the "Put Notice") during the 30-day period beginning on the date of the Put Event (the "Put Period"), to cause the Company to purchase, and the Company shall purchase, all of the Subject Securities that (x) were originally issued by the Company to such Management Holder, and (y) were owned by such Management Holder or his direct or indirect transferees on the date of the Put Event (such Subject Securities to be purchased hereunder being referred to collectively as the "Put Securities"), at the Put Price of such Put Securities as of the date of the Put Event. Neither termination for Cause nor resignation without Good Reason shall constitute a Put Event. (ii) If and to the extent that, subsequent to a Put Event and prior to the expiration of the Put Period with respect to such Management Holder, the Management Holder and his direct and indirect transferees do not elect to exercise the Put Option by delivery of a Put Notice to the Company in accordance with this Section 2.3, all of the Management Holder's and such transferees' rights to sell Put Securities to the Company pursuant to this Section 2.3 shall terminate. (b) The closing of the purchase of any Put Securities from a Management Holder or his direct and indirect transferees pursuant to this Section 2.3 shall take place at the principal office of the Company on such date within 30 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder and his direct and indirect transferees in writing. At any closing pursuant to this Section 2.3, the Company shall deliver the payment for the Put Securities in accordance with Section 2.3(e) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities specified in the Put Notice, free and clear of all c...
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Put by Management Holders. (a) (i) If the employment of any Management Holder by the Company or any Subsidiary shall be terminated for any reason (other than for Cause or upon a resignation without Good Reason) prior to the Public Float Date (any such termination being hereinafter referred to as a "PUT EVENT"), any such terminated or resigning Management Holder and his direct and indirect transferees shall have the right (the "PUT OPTION"), subject to Section 2.3(a)(ii) below, by delivery of one or more written no- tices to the Company (with copies to each Non-Initiating Management Holder and JWC Holder) (the "PUT NOTICE") during the 30-day period beginning on the date of the Put Event (the "PUT PERIOD"), to cause the Company to purchase, and the Company shall purchase, all of the Subject Securities that (x) were originally issued by the Company to such Management Holder, and (y) were owned by such Management Holder or his direct or indirect transferees on the date of the Put Event (such Subject Securities to be purchased hereunder being referred to collectively as the "PUT SECURITIES"), at the Put Price of such Put Securities as of the date of the Put Event. Neither termination for Cause nor resignation without Good Reason shall constitute a Put Event.
Sample 1

Related to Put by Management Holders

  • Control by Holders The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

  • Communications by Holders with Other Holders Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Call of Meetings by Company or Holders In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

  • Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.

  • Communication by Holders with Other Holders Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

  • Communications to Shareholders Upon timely written instructions, PFPC shall mail all communications by the Fund to its shareholders, including:

  • Instruments Executed by Holders Bind Future Holders At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action and subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its corporate trust office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or such other Debt Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the Issuers, the Subsidiary Guarantors, the Trustee and the Holders of all the Debt Securities of such series. The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Debt Securities entitled to give their consent or take any other action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of Debt Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders of Debt Securities after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall have been received within such 120-day period.

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