SETTLEMENT OF SPECIAL MANAGEMENT RIGHTS Sample Clauses

SETTLEMENT OF SPECIAL MANAGEMENT RIGHTS. The Investors acknowledge --------------------------------------- that the Merger constitutes a Trigger Event (as defined in the Stockholders Agreement) under Article VI of the Stockholders Agreement. Accordingly, each Management Investor would be entitled to a cash payout on his Special Management Rights (as defined in the Stockholders Agreement) as set forth in Article VI of the Stockholders Agreement. In full and complete payment of any amounts owed to the Management Investors under Article VI of the Stockholders Agreement, and notwithstanding any term or calculation set forth in said Article VI to the contrary, each Management Investor agrees to accept, and JEDI promises to pay to the Corporation (for the benefit of and distribution to each Management Investor), as a capital contribution immediately prior to the Merger, the cash payout on his Special Management Rights set forth opposite his name on Schedule -------- 1.1 hereto under the column headed "Special Management Rights Payment" found --- under either the heading "Assuming Taurus is Sold for $45 Million" or the heading "Assuming Taurus is Not Sold," as applicable; provided, however, that if Taurus is sold prior to the Effective Time for less than $45.0 million, the Special Management Rights Payment to be made by JEDI hereunder shall equal $25,702,607, in the aggregate, less the aggregate Common Stock Consideration and aggregate Option Consideration (as such terms are defined in the Merger Agreement) received by the Management Group pursuant to the Merger Agreement to be allocated among the Management Group proportionately in the same manner as reflected on Schedule 1.1. This payment shall be made by wire transfer of ------------ immediately available funds on the Effective Time. The Corporation shall immediately distribute such funds by wire transfer of immediately available funds to those persons and in the amounts described on Schedule 1.1 hereto as it ------------ may be adjusted by the Corporation prior to the Effective Time to reflect the sale of Taurus for less than $45 million. The Investors further agree that, conditioned upon consummation of the Merger, the daily accrual provided in Section 6.4 of the Stockholders Agreement shall end on the earlier of the date of the Effective Time or November 30, 1997. Upon receipt of the Special Management Rights, each Management Investor shall pay to the Corporation all applicable tax withholding in accordance with the Corporation's written notificat...
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Related to SETTLEMENT OF SPECIAL MANAGEMENT RIGHTS

  • Payment of Special Counsel Fees Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Relationship Management 1. Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.

  • 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.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Contract Management (a) Atlantic will appoint one individual with sufficient seniority, experience and authority to oversee the Atlantic's performance under this Agreement (the Atlantic "Contract Manager") and, for periods when any Contract Manager is absent due to illness or vacation, a deputy for him or her, who will be the primary point of contact for the Executive Officers. One of the Trust's trustees, PEO, PFO, or such other Person designated by the Board from time to time, shall be the Trust's "Contract Manager". The Contract Managers for each Party shall be responsible for the overall management of this Agreement. Subject to and as contemplated by this Agreement, the Contract Managers or their deputies will have the authority and be given the primary responsibility to:

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Account Management A. The repayment account opened by the Borrower with the Lender (the account stipulated in Article 5) is a special capital withdrawal account, which is used to collect the corresponding sales revenue or the planned repayment fund. Where the corresponding sales revenue is settled in a non-cash manner, the Borrower shall ensure that it will be promptly transferred into the capital withdrawal account upon receipt.

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