Examples of Employee Holders in a sentence
For so long as an Exchange Registration Statement is effective and is usable under this Article III by the Employee Holders, no Management Vehicle or Transferee thereof shall have any registration rights under Article II.
At or prior to the Effective Time, Parent shall deposit with, or otherwise make available to, the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (other than the Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to Section 2.04(d), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders).
At or prior to the Effective Time, Parent shall deposit with or otherwise make available to the Exchange Agent, the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (other than the Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to Section 2.04(e), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders).
The Mezzanine Investors, the Roll-Over Investors and the Employee Holders shall take all actions, including, without limitation, agreeing to tender their Capital Stock in a tender offer or agreeing to sell their Capital Stock in a stock purchase, as may be necessary to effect such a transaction.
Talecris LLC agrees to use commercially reasonable efforts to obtain the agreement of the prospective purchaser to the participation of the Employee Holders in the contemplated Tag-Along Transfer, and agrees not to Transfer any shares to a prospective purchaser that declines to allow the participation of the Employee Holders in accordance with this Section 3.02.
For purposes of this Agreement, a "Call Event" shall be deemed to occur (a) with respect to a Management Investor and such Management Investor's Permitted Transferees, if any, upon the termination of such Management Investor's employment with the Company or any of its subsidiaries for any reason and (b) with respect to an Employee Holder, upon the termination of such Employee Holder's employment with the Company or any of its subsidiaries for any reason.
At or prior to the Effective Time, Parent shall deposit with, or otherwise make available to, the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (other than the Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to Section 2.04(d), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders).
Any such sale shall be made only to persons identified in the Employee Holder's notice and at the same price and upon the same terms and conditions as those set forth in the notice.
Except as otherwise provided in this Agreement, the Employee Holders will not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, all or any part of or any interest in the shares now or hereafter owned or held by him.
Subject to Section 2.05 and with the written consent of holders of a majority of the Registrable Securities included in the Demand Registration (such consent not to be unreasonably withheld), Invesco may include in any registration effected pursuant to this Section 2.02 any securities for its own account or for the account of holders of Common Stock (other than the Shareholders and Employee Holders).