Management Incentive. Plan As defined in the Term Sheet. Merger Those certain transactions on or around March 24, 2015, by and among the predecessors to the Debtors and the completion and production business of Nabors, effectuating a merger of such entities. Mineral Contractor Claim Any Claim that is secured by, or in the reasonable judgment of counsel to the Company may be secured by, a lien on property of a customer of the Debtors arising under chapter 56 of the Texas Property Code, or any similar federal, state, or local law, whether or not such Claim is or may be secured by a lien on property of the Debtors. Nabors Xxxxxx Industries Ltd. New Board As defined in the Term Sheet. New Common Equity Pool 100% of the New Common Stock issued and outstanding on the Effective Date to be distributed to the holders of Allowed Lender Claims in accordance with the Plan, subject to dilution on account of the Management Incentive Plan, the Rights Offering, the Backstop Fee, and the New Warrants. New Common Stock The common stock of Reorganized C&J Energy. New Warrants As defined in the Term Sheet. Other Priority Claim Any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code. Other Secured Claim Any Secured Claim, including any Secured Tax Claim, other than a Lender Claim or a DIP Facility Claim. For the avoidance of doubt, “Other Secured Claims” includes any Claim arising under, derived from, or based upon any letter of credit issued in favor of one or more Debtors, the reimbursement obligation for which is either secured by a Lien on collateral or is subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code. Term Definition Petition Date The date on which the Chapter 11 Cases were commenced. Plan As defined in the Term Sheet. Plan Restructuring Documents As defined in the RSA. Plan Supplement Any compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan, which shall be filed by the Debtors no later than 7 days before the Confirmation Hearing or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents filed with the Bankruptcy Court prior to the Effective Date as amendments to the Plan Supplement, each of which shall be consistent in all respects with, and shall otherwise contain, the terms and conditions set forth in the RSA and Term Sheet, where applicable, and shall be...
Management Incentive. Plan On the Consummation Date, reorganized Stone shall adopt a management incentive plan (the “Management Incentive Plan”) which shall provide for the grant of up to 10% of the New Equity Interests (or warrants or options to purchase New Equity Interests or other equity-linked interests) on a fully diluted basis to certain members of management. The form, allocation and any limitations on the Management Incentive Plan shall be determined by the New Board (or a committee thereof). Releases & Exculpation The amended Credit Agreement, the indenture for the New Notes, the Plan, and the Confirmation Order will contain customary mutual releases and other exculpatory provisions in favor of the Company, the Consenting Noteholders, the Indenture Trustee, the holders of existing common stock in Stone that provide a release, and each of their respective current and former affiliates, subsidiaries, members, professionals, advisors, employees, directors, and officers, in their respective capacities as such; provided, however, that if the class of Bank Claims votes to accept the Plan, the holders of Bank Claims and the administrative agent under the Credit Agreement will also be subject to the foregoing releases and exculpatory provisions. Such release and exculpation shall include, without limitation, any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims and avoidance actions, of the Company, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company would have been legally entitled to assert in its own right (whether individually or collectively), or on behalf of the holder of any claim or equity interest (whether individually or collectively) or other entity, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place at any time prior to or on the Consummation Date arising from or related in any way in whole or in part to the Company, the Credit Agreement, the Indentures, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company, the subject matter of, or the transactions or events giving rise to, any claim or equity interest that is affected by the Transaction or treated in the...
Management Incentive. Plan As defined in this Restructuring Term Sheet.
Examples of Management Incentive in a sentence
All obligations to employees of the Company (whether for salary, wages, retention payments pursuant to retention agreements, benefits, severance or otherwise) shall be unaffected by the Recapitalization Transaction (other than as set forth in Section 6 above) and employment arrangements will remain in place under their existing terms, provided that any changes to such employment arrangements to reflect the new Management Incentive Plan will be made.
Management Incentive Program Agreement dated February 4, 2000, as amended.
The holders of the Existing Shares at a record date to be determined shall retain approximately 2% of the equity of PNCC immediately following the implementation of the Plan (subject to dilution resulting from the issuance of any Common Shares, options or other rights pursuant to the Management Incentive Plan, as contemplated herein).
If a salary adjustment occurs during a fiscal year the Management Incentive Pay benefit shall be re-calculated as of the effective date of the adjustment using the above formula.
The Exchange Common Shares shall be subject to dilution resulting from the issuance of any Common Shares, options or other rights pursuant to the 6590063 Management Incentive Plan, as contemplated herein.
More Definitions of Management Incentive
Management Incentive. Plan As defined in the Term Sheet.
Management Incentive. Plan As soon as reasonably practicable after the Effective Date, the Reorganized Company will adopt a management incentive plan, which management incentive plan shall reserve up to 5.0% of the New Common Stock in the Reorganized Company on a fully diluted basis, and which shall be on the terms and conditions (including any and all awards granted thereunder) to be determined at the discretion of the New Board (including, without limitation, with respect to the participants, allocation, timing, and the form and structure of the options, warrants, and/or equity compensation (the “Management Incentive Plan”). SEC Reporting The Reorganized Company shall continue as a public reporting company under applicable U.S. securities laws. The Reorganized Company shall continue to file annual, quarterly and current reports in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Stock Exchange The Company shall use commercially reasonable efforts to list the New Common Stock for trading on The NASDAQ Capital Market, the NASDAQ Global Market, the New York Stock Exchange or any other national securities exchange reasonably acceptable to the Company and the Noteholder Committee with such listing to be effective on the Effective Date. Restructuring Fees and Expenses The Debtors shall pay all reasonable and documented fees and out of pocket expenses of one primary counsel to the Noteholder Committee, Akin Gump Sxxxxxx Hxxxx & Fxxx LLP (“Akin”), Axxxxx Xxx, MJM, one local law firm (and with the consent of the Debtors, more than one local law firm) in each relevant jurisdiction outside of the United States and England & Wales, as counsel to the Noteholder Committee, and one financial advisor to the Noteholder Committee, Evercore Group L.L.C. (“Evercore”), in each case, that are due and owing after receipt of applicable invoices, without any requirement for the filing of fee or retention applications in the Chapter 11 Cases, and in accordance with the terms of the applicable engagement letters, with any balance(s) paid on the Effective Date (collectively, the “Restructuring Expenses”). Tax Matters The parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring and the transactions related thereto in a tax efficient and cost-effective manner for the Company and the Noteholders to the extent practicable. The parties intend to structure the Restruc...
Management Incentive. Plan On or after the Plan Effective Date, the New Board will implement a management incentive plan (the “MIP”). All grants under the MIP shall be determined at the sole discretion of the New Board, including with respect to the participants, allocation, timing, and the form and structure of the options, warrants, and/or equity compensation to be provided thereunder. Releases and Exculpation The Plan shall include, to the fullest extent permitted by law, customary exculpation in favor of estate fiduciaries and releases in favor of the Company Parties (and officers, directors, employees, estate fiduciaries, and advisors to the same), the Consenting Stakeholders, any other parties to the Transaction Support Agreement, and each of the foregoing’s respective related parties (collectively, the “Releases”). Executory Contracts and Unexpired Leases The Plan will provide that the Debtors’ executory contracts (including the Transaction Support Agreement) and unexpired leases that are not rejected as of the Plan Effective Date (if any such contracts or leases are rejected either pursuant to the Plan or a separate motion) shall be deemed assumed and amended (as needed to implement the terms of the Transactions) pursuant to section 365 of the Bankruptcy Code. Any rejection damages claims for executory contracts or unexpired leases that the Debtors elect to reject shall be paid in full on the Plan Effective Date. Indemnification of Pre-Transaction Equity Holders, Directors, Officers, Managers, et al. All indemnification obligations in place as of the TSA Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the current and former equity holders, directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Company Parties and their subsidiaries, as applicable, shall be assumed and remain in full force and effect after the Plan Effective Date, and shall survive unimpaired and unaffected, irrespective of when such obligation arose, as applicable.
Management Incentive. The E-Car Partnership Board will have the discretion to provide long-term incentives to senior management (excluding Stronach, any member of his family or any beneficiary of the Trust) in the form of an option or earn-in arrangement to acquire real or phantom LP Units, provided that the potential dilution does not exceed 10% of the E-Car Partnership’s total capitalization. The pre-emptive rights described above under “Future Funding” will not apply to any such long-term management incentives. Competitive Activities: Neither party will be restricted from engaging in activities that may compete with the E-Car Partnership, including in the case of those e-vehicle components that now and in the future may be manufactured by any operating groups within the Magna Group. The E-Car Partnership will not enter into any commitment that binds or purports to bind either partner or any of its affiliates in respect of activities outside the E-Car Partnership.
Management Incentive. Plan As defined in this Restructuring Term Sheet. Management Services Agreement Means that certain Management Services Agreement, dated as of August 23, 2019, by and between Xxxxxxxx Television Group, Inc. and DSG, as modified by that certain Letter Agreement, dated as of March 1, 2022, by and between Xxxxxxxx Television Group, Inc. and DSG, as may be amended from time to time, including by that certain amendment, dated as of March 1, 2022, by and between Xxxxxxxx Television Group, Inc. and DSG, extending the initial term of the Management Services Agreement. Marquee Interests As defined in this Restructuring Term Sheet. MVPD Multichannel video programming distributor or virtual multichannel video programming distributor. MIP Pool As defined in this Restructuring Term Sheet. New A/R Facility As defined in this Restructuring Term Sheet. New Board The board of managers of New HoldCo. New HoldCo As defined in this Restructuring Term Sheet. New HoldCo Equity As defined in this Restructuring Term Sheet. New Intermediate HoldCo As defined in this Restructuring Term Sheet. New Lower-Tier HoldCo As defined in this Restructuring Term Sheet. New Organizational Documents The organizational and governance documents for the Reorganized Debtors (including New HoldCo and New TopCo), including, without limitation, certificates of incorporation, certificates of formation or certificates of limited partnership (or equivalent organizational documents), bylaws, limited liability company agreements or partnership agreements (or equivalent governing documents), as applicable, in any such case which shall be consistent with the Restructuring Support Agreement and otherwise in form and substance reasonably acceptable to the Required DIP Commitment Parties and the Strategic Investor, and with the reasonable consent of the Company Parties (which shall not be unreasonably withheld, conditioned, or delayed). New TopCo As defined in this Restructuring Term Sheet.
Management Incentive. Plan As soon as practicable after the Effective Date, a management incentive plan (the “Management Incentive Plan”) acceptable to the Committee shall be implemented for designated members of senior management of Reorganized Xxx. Xxxxxx. · The Board of Directors of Reorganized Xxx. Xxxxxx will have authority to establish the Management Incentive Plan, with warrants and/or options for up to 10% of the New Common Equity, on a fully diluted basis, being reserved for issuance to management under the Management Incentive Plan set at the same strike price as the Warrants. Plan Filing and Sponsorship The Plan shall be filed by Xxx. Xxxxxx as debtors-in-possession and the Committee shall be considered the sponsor and co-proponent of the Plan. The Committee shall be entitled to reimbursement of the Restructuring Fees of its legal advisors. There shall be no modification of the Plan without the explicit consent of the Committee. Releases and Exculpation · To the greatest extent permissible by law, the Restructuring shall provide for the release by the Debtors of any and all claims or causes of action, known or unknown, relating to any acts or omissions, except for willful misconduct or fraud, committed by any of the following: · All officers, directors, employees, legal and financial advisors, and other representatives of the Company or the Debtors, in their capacity as such; · All shareholders of the Company or the Debtors or of their direct or indirect parent entities, in their capacity as such; and · The Committee, including its legal advisors, in their capacity as such (collectively, the “Released Parties”). · The Restructuring shall provide for the granting of mutual releases between and among all of the Released Parties, except for claims resulting from willful misconduct or fraud. · To the greatest extent permitted under applicable law, the Released Parties shall also not have or incur any liability for any act or omission in connection with, related to, or arising out of, the Restructuring, the Bankruptcy Cases, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan except for claims resulting from willful misconduct or fraud. Other Provisions · Executory contracts and unexpired leases shall be assumed or rejected pursuant to a schedule to be attached to the Disclosure Statement or Plan supplement, which shall be subject to approval by the Committee in its sole d...
Management Incentive means an amount equal to twenty percent (20%) of the Surplus Cash Flow of Borrower for the immediately preceding fiscal year pursuant to the calculation on Exhibit 1.5(B).