Examples of Management Securityholder in a sentence
The Class B Units are being issued by the Partnership only for the provision of services to or for the benefit of the Partnership by the Management Securityholder and for no other consideration.
The initial Capital Account of the Management Securityholder under the LP Agreement with respect to the Class B Units being granted to the Management Securityholder shall be $0.
By entering into this Agreement the Management Securityholder agrees and acknowledges that (a) the Management Securityholder has received and read a copy of the Plan and the LP Agreement and (b) the Class B Units are subject to the Plan and the LP Agreement, the terms and provisions of each of which are hereby incorporated herein by reference.
This Agreement may be amended, terminated or otherwise waived or modified solely by the mutual written agreement of the Partnership (acting through the Board) and the Management Securityholder.
The Management Securityholder may be required to pay to the Partnership or any of its Subsidiaries, and the Partnership and its Subsidiaries shall have the right and are hereby authorized to withhold from any payment due under this Agreement or from any other amount owing to the Management Securityholder, the amount in cash of any legally required federal, state, local or foreign withholding taxes in respect of a Class B Unit.
This Agreement does not constitute a contract of employment or impose on any Management Securityholder or the Partnership or any of its Subsidiaries or Affiliates any obligations to retain the Management Securityholder as an employee of the Partnership or any of its Subsidiaries or Affiliates, to change the status of the Management Securityholder’s employment, or to change the Partnership or any of its Subsidiaries’ or Affiliates’ policies regarding termination of employment.
The purchase price (“Purchase Price”) payable by the Partnership for the Subject Units described in Section 3.1 (for the avoidance of doubt, whether Class A Units or Class B Units) shall be the Fair Market Value as of the date the Call Notice is delivered to the Management Securityholder with respect to the exercise of the Repurchase Right.
Within thirty (30) days following the Closing Date, the Management Securityholder shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of Class B Units made under this Agreement, substantially in the form attached hereto as Exhibit B and the Management Securityholder shall provide the Partnership with a copy of such executed and filed election promptly thereafter.
At the Closing, the Management Securityholder and each Permitted Transferee shall furnish such documents and evidence, including any such inheritance and estate tax waivers and releases (collectively, the “Required Documents”), as may reasonably be necessary to effect the Transfers of Units, and the Partnership shall pay the Purchase Price in accordance with Section 3.4.
If (i) the Partnership (or its designee) shall exercise a Repurchase Right, and (ii) the Management Securityholder fails to deliver to the Partnership (or its designee) an assignment of the Subject Units or any Required Documents when obligated to do so by the terms of this Agreement, the Partnership may elect to deposit the cash representing the Purchase Price with an escrow agent selected by the Partnership (or its designee).