Management Buyout means any event or transaction which would otherwise constitute a Change in Control (a “Transaction”) if, in connection with the Transaction, the Executive, members of the Executive’s immediate family, and/or the “Executive’s Affiliates” (as defined below) participate, directly or beneficially, as an equity investor in, or have the option or right to acquire, whether or not vested, equity interests of, the acquiring entity or any of its Affiliates (the “Acquiror”) having a percentage interest therein greater than 1%. For purposes of the preceding sentence, a party shall not be deemed to have participated as an equity investor in the Acquiror by virtue of (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the party of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Company into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other employees of the Company at a comparable level as such party immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and the like, or (ii) obtaining beneficial ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other shareholders of the Company or (iii) the party’s interests in any tax-qualified defined benefit or defined contribution pension or retirement plan in which such party or any family member is a participant or beneficiary. The “Executive’s Affiliates” at any time consist of any entity in which the Executive and/or members of the Executive’s immediate family then own, directly or beneficially, or have the option or right to acquire, whether or not vested, greater than 10% of such entity’s equity interests, and all then current directors and executive officers of the Company who are members of any group, that also includes the Executive, a member of the Executive’s immediate family and/or any such entity, in which the members have agreed to act together for the purpose of participating in the Transaction. The Executive’s immediate family consists of the Executive’s spouse, parents, children and grandchildren.
Management Buyout means any event or transaction which would otherwise constitute a Change in Control (a “Transaction”) if, in connection with the Transaction, the Participant, the Participant’s Family Members and/or the Participant’s Affiliates participate, directly or beneficially, as an equity investor in, or have the option or right to acquire, whether vested or not vested, equity interests of, the acquiring entity or any of its Affiliates (as defined in Rule 12b-2 under the Act) (the “Acquiror”) having a percentage interest therein greater than 1%. For purposes of the preceding sentence, a party shall not be deemed to have participated as an equity investor in the Acquiror by virtue of (i) obtaining Beneficial Ownership of any equity interest in the Acquiror as a result of the grant to the party of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Company into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other employees of the Company at a comparable level as such party immediately before the Transaction, after taking into account normal differences attributable to job responsibilities, title and the like, (ii) obtaining beneficial interest of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other shareholders of the Company or (iii) the party’s interests in any tax-qualified defined benefit or defined contribution pension or retirement plan in which such party or any Family Member of such party is a participant or beneficiary.
Management Buyout means any event or transaction which would otherwise constitute a Change in Control (a “Transaction”) if, in connection with the Transaction, the Participant, Family Members and/or the Participant’s Affiliates participate, directly or beneficially, as an equity investor in, or have the option or right to acquire, whether vested or not vested, equity interests of, the acquiring entity or any of its Affiliates (as defined in Rule 12b-2 under the Act) (the “Acquiror”) having a percentage interest therein greater than 1%. For purposes of the preceding sentence, a party shall not be deemed to have participated as an equity investor in the Acquiror by virtue of (i) obtaining Beneficial Ownership of any equity interest in the Acquiror as a result of the grant to the party of an incentive compensation award under one or more
Examples of Management Buyout in a sentence
Steven Davidoff, The Management Buyout Path of Least Resistance, DEALBOOK (June 12, 2013, 1:53 PM), http://dealbook.nytimes.com/2013/06/12/the-management-buyout-path-of-less-resistance/?_r=0 (suggesting that in a bid by David H.
Certain lawsuits to which the Company was a party were assumed by Torchmark as a result of the Management Buyout.
This Plan shall not be construed to require the Company to fund, prior to payment, any amounts payable under this Plan.
The Management Buyout was recorded using the purchase method of accounting as TEAI's executive management had no ownership in the Predecessor.
Dvlp Internet software Management Buyout Management 371.7 216.3 (14.0) 46.2 1.7x NM 8.0x 12/18/2002 bigchalk.com Inc Pvd educ via internet svcs ProQuest Co. Publishing co 32.3 28.2 (16.7) 4.7 1.1x NM 6.9x 11/7/2002 Houghton Mifflin Co. Publish books and software Bain Capital, Thomas H.
More Definitions of Management Buyout
Management Buyout has the meaning set forth in the recitals to this Agreement.
Management Buyout means a Change of Control transaction in which the Executive, alone or together with other persons who serve immediately prior to the Change of Control as executive officers of the Company, acquires beneficial ownership of Equity Interests (as defined below) representing, or which give such persons the right to acquire, more than 33% of the total outstanding voting securities of the Company or any successor-in-interest to the Company, or equivalent control over a partnership, limited liability company or other similar entity. “Equity Interests” shall mean capital stock, options, warrants, calls, pre-emptive rights, subscriptions, equity or equity-based compensation awards or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity or equity-based interest in, the Company or securities convertible into or exchangeable for such shares or equity or equity-based interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription, equity or equity-based compensation awards, or other right, agreement, arrangement or commitment.
Management Buyout is defined in Section 4.3.
Management Buyout means the acquisition of all of the issued and outstanding Capital Stock of Holdings by Holdings II pursuant to a certain Stock Purchase Agreement by and between Holdings II, as purchaser, and the existing holders of the issued and outstanding Capital Stock of Holdings.
Management Buyout or “MBO” means an instance whereby the managers and/or executives of a company form part of a consortium making a takeover bid for that company
Management Buyout means transaction or series of related transactions pursuant to which any "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Group"), which Group consists of one or more participants in this Plan, acquires, directly or indirectly, combined voting power of then-outstanding voting securities of the Company in an amount sufficient to cause a change of control, as required to be disclosed in any form of report filed with the Securities and Exchange Commission pursuant to Form 8-K or Schedule 14A.
Management Buyout means the acquisition through purchase or otherwise (including the agreement to act in concert) by any Person or Persons that include the Control Group, directly or indirectly, in one or more transactions, of beneficial ownership or control of securities representing more than 50% of the combined voting power of the Company's Voting Stock.