The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder and other Call Events. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its subsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason, (iii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children), (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 6(a) Call Event”):
Appears in 1 contract
Samples: Management Stockholder’s Agreement (ITC Holdings Corp.)
The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder and other Call Events. Except as otherwise provided hereinherein or in the Restricted Stock Agreement, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its subsidiariesor any subsidiary) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason, (iii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children), (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 6(a) Call Event”):
Appears in 1 contract
Samples: Management Stockholder’s Agreement (ITC Holdings Corp.)
The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided herein, ifIf, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its subsidiariesSubsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiariesSubsidiaries) is terminated by the Management Stockholder without Good ReasonReason (other than due to his death or Permanent Disability), (iii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children), ) or (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 6(a) Call Event”):
Appears in 1 contract
Samples: ’s Agreement (Visant Holding Corp)
The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder and other Call Events. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its subsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good ReasonStockholder, (iii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children), ) or (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 6(a) Call Event”):
Appears in 1 contract
The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder and other Call Events. Except as otherwise provided hereinherein or in the Restricted Stock Agreement, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its subsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason, (iii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children), (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 6(a) Call Event”):
Appears in 1 contract
Samples: Management Stockholder’s Agreement (ITC Holdings Corp.)