Executive Purchase Agreement definition
Examples of Executive Purchase Agreement in a sentence
Such amount shall be paid to the Executive on the Effective Date, $547,506.75 of which the Executive hereby instructs the Company to pay on his behalf to the Parent to purchase the interests in the Paper Series and Timber Series of the Parent on the Effective Date pursuant to the Executive Purchase Agreement, dated as the Effective Date, between the Parent and the Executive (the “Executive Purchase Agreement”).
Such amount shall be paid to the Consultant on the Effective Date, $547,506.75 of which the Consultant hereby instructs the Company to pay to the Parent to purchase the interests in the Paper Series of the Parent on the Effective Date pursuant to the Executive Purchase Agreement, dated as the Effective Date, between the Parent and the Consultant (the “Executive Purchase Agreement”).
The parties hereto acknowledge and agree that, pursuant to the express terms of the Stock Purchase Agreement, the LLC Agreement, the Securityholders Agreement, and the Registration Agreement, this Agreement (like the Prior Agreement) is and shall be considered an "Executive Purchase Agreement" as such term is used in such agreements.
Any Common Stock distributed in respect of (i) any Class C Unit or Class D Unit or (ii) any Management Equity owned beneficially by any Person who has been terminated with Cause (as defined in the relevant Executive Purchase Agreement) or who has committed a Vesting Termination Breach (as defined in the relevant Executive Purchase Agreement) shall in each case not have any voting rights whatsoever except for purposes of Section 9.04 hereof or of Section 14.02 of the LLC Agreement.
The representations and warranties contained in Article 7 hereof and in each Executive Purchase Agreement executed on the date hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, and the Corporation shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.
In addition to the provisions of this Article 6, each holder of Management Equity shall be subject to the restrictions on Transfer of such Management Equity set forth in such holder's Executive Purchase Agreement, the LLC Agreement and the Registration Rights Agreement.
Upon the Closing, the Executive acknowledges and agrees that the Paper Common Percentage Interests previously held by the Executive (whether Vested Interests or Unvested Interests) shall terminate and the Executive Purchase Agreement, the Registration Rights Agreement and the LLC Agreement shall be null and void and of no further effect.
This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such subject matter, including the Executive Purchase Agreement, Registration Rights Agreement and the LLC Agreement which shall be null and void and of no further force or effect.
The LLC and the Company shall have entered into an executive unit purchase agreement, in form and substance substantially similar to that set forth in Exhibit 5 attached hereto (each an "Executive Purchase Agreement"), with each of Royc▇ ▇.
Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to pay any amounts payable under this paragraph 4(b) during such times as Executive is in breach of Sections 5, 6 or 7 hereof or the Executive Purchase Agreement.