Management Carveout Plan definition
Examples of Management Carveout Plan in a sentence
Common Stock to the participants in Aspen Avionics 2021 Management Carve-out Plan in a manner that is consistent with such plan.
The Noteholders and Management Carveout Plan Participants, on the one hand, and Parent, on the other hand, each shall be liable for one-half of any real property transfer or gains tax, stamp tax, stock transfer tax, or other similar Tax imposed as a result of or in connection with the Merger, including with respect to the Company Promissory Notes and the Senior Debt (collectively, the “Transfer Taxes”), and any penalties or interest with respect to the Transfer Taxes.
Subject to the receipt of any applicable Board and stockholder consent, Executive shall be granted an interest in the Management Carveout Plan (the “MCP”) attached hereto as Exhibit A, as set forth therein.
A decision, act, consent or instruction of Holders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.4 or Section 9.5 shall constitute a decision of the Holders and Management Carveout Plan Participants and shall be final, binding and conclusive upon the Holders and Management Carveout Plan Participants.
The Holders’ Representative shall not be liable to the Holders or Management Carveout Plan Participants for any action taken or omitted to be taken by it as Holders’ Representative except in the case of willful misconduct or gross negligence.
If for any reason there is no Holders’ Representative at any time, all references herein to Holders’ Representative shall be deemed to refer to the Holders and Management Carveout Plan Participants who may take action by the written consent of Persons entitled to at least a majority of any further distributions hereunder.
If Holders’ Representative is dissolved, resigns or is otherwise unable to fulfill its responsibilities hereunder, the Holders and Management Carveout Plan Participants shall (by consent of those Persons entitled, or who were entitled, to at least a majority of the Initial Hold-Back Shares), within 10 days after such dissolution, resignation or inability, appoint a successor to Holders’ Representative reasonably satisfactory to Parent.
The Company shall have delivered to Parent (i) the Note Termination Agreements duly executed by all Noteholders and the Company and (ii) the Management Carveout Plan Participant Agreements duly executed by all Management Carveout Plan Participants and the Company.
The certificates issued by Acquirer with respect to the Acquirer Shares issued hereunder (and the Management Carveout Plan) shall be legended to the effect described above and shall include such additional legends as necessary to comply with applicable U.S. federal securities laws, state blue sky securities laws and such other restrictions as shall be set forth in the Securityholder Agreement and the Investment Representation Letter.
Such Equityholder acknowledges that the amount it will receive with respect to each Outstanding Preferred Share, Outstanding Common Share, Vested Option and interests in the Management Carveout Plan will be allocated as set forth in this Agreement, which amount is subject to reductions, adjustments, holdback and indemnification in accordance with the terms of this Agreement.