Management Stockholder Entities definition

Management Stockholder Entities means the Management Stockholder’s Trust, the Management Stockholder and the Management Stockholder’s Estate, collectively.
Sample 1Sample 2Sample 3
Management Stockholder Entities right pursuant hereto to participate in a Proposed Sale shall be contingent on the Management Stockholder Entities' strict compliance with each of the applicable provisions hereof and the Management Stockholder Entities' willingness to executed such documents in connection therewith as may be reasonably requested by a Selling Partnership. The Controlling Shareholders right pursuant hereto to require the participation of the Management Stockholder Entities in a Proposed Sale shall be contingent on the Controlling Shareholders' strict compliance with each of the applicable provisions hereof
Sample 1
Management Stockholder Entities means the Management Stockholder’s Trust, the Management Stockholder and the Management Stockholder’s Estate, collectively. “Management Stockholder’s Estate” shall mean the conservators, guardians, executors, administrators, testamentary trustees, legatees or beneficiaries of the Management Stockholder. “Management Stockholders Transfer Ratio” shall have the meaning set forth in Section 3(a)(ii) hereof. “Management Stockholder’s Trust” shall mean a partnership, limited liability company, corporation, trust, private foundation or custodianship, the beneficiaries of which may include only the Management Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including adopted) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary. 18
Sample 1

Examples of Management Stockholder Entities in a sentence

  • The Company or its subsidiaries shall have the right to deduct from any cash payment made under this Agreement to the applicable Management Stockholder Entities any federal, state or local income or other taxes required by law to be withheld with respect to such payment, if applicable.

  • The Company or its subsidiaries shall have the right to deduct from any cash payment made under this Agreement to the applicable Management Stockholder Entities any minimum federal, state or local income or other taxes required by law to be withheld with respect to such payment.

  • All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement.

  • All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment, pursuant to the Stock Option Agreement.

  • Notwithstanding anything in this Agreement to the contrary, this Section 6 shall terminate and be of no further force or effect upon the earlier of (i) a Change in Control, or (ii) the later of (x) the fifth anniversary of the Closing Date or (y) the consummation of a Qualified Public Offering, except for any payment obligation of the Company or transfer obligation of the Management Stockholder Entities which has arisen prior to such termination date.

  • The Company or its Subsidiaries shall have the right to deduct from any cash payment made under this Agreement to the applicable Management Stockholder Entities any federal, state or local income or other taxes required by law to be withheld with respect to such payment, if applicable.

  • The applicable Repurchase Price shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased.

  • All unexercisable Options held by the applicable Management Stockholder Entities shall terminate without payment immediately upon termination of employment.

  • All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment.

  • Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Management Stockholder Entities shall be permitted by written notice to cause the Company to rescind any Repurchase Notice but the Company shall have another thirty (30) days from the date the Event ceases to exist to give another Repurchase Notice on the terms applicable to the first Repurchase Notice.


More Definitions of Management Stockholder Entities

Management Stockholder Entities right pursuant hereto to participate in a Proposed Sale shall be contingent on the Management Stockholder Entities' respective willingness to execute such documents in connection therewith as may be reasonably requested by the Selling Investors. (a) In the event of a Proposed Sale pursuant to Section 1 hereof, the Selling Investors may elect, by so specifying in the Notice, to require the Management Stockholder Entities to, and the Management Stockholder Entities shall, participate in such Proposed Sale to the same extent calculated pursuant to Paragraph 2(a) above, in accordance with the terms and provisions of Paragraph 3 hereof; provided, however, that in such event, the order in which the shares of Common Stock held by the Management Stockholder Entities shall be required to be sold shall be: first, any shares of Common Stock then held by the Management Stockholder Entities that constitute Purchased Stock; and second, any shares of Common Stock acquired pursuant to the exercise of any exercisable portion of the Options. (b) In the event of a transaction which results in a Change in Control (but is not a Proposed Sale in which the Selling Investors have exercised their rights pursuant to Paragraph 6(a) or the Management Stockholder Entities have exercised their rights pursuant to Paragraph 1 (a "Proposed Transaction")), you agree, for yourself and on behalf of the Management Stockholder Entities, to bear, on a several and not joint basis, your share of any fees, commissions, adjustments to purchase price, expenses or indemnities borne by the Selling Investors on a pro rata basis (based on the consideration you and the Management Stockholder Entities receive in such Change in Control relative to Cypress and the other holders of equity or options).
Sample 1

Related to Management Stockholder Entities

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Management Stock means Capital Stock of the Company or any Parent (including any options, warrants or other rights in respect thereof) held by any of the Management Investors.

  • Management Stockholders means the members of management of Holdings, the Borrower or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Management Stockholders Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Management Investors means the officers, directors and employees of Holdings, the Borrower and the Subsidiaries who become investors in Holdings or any of its Parent Entities or in the Borrower.

  • Management Investor means any Person who is an officer or otherwise a member of management of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies on the Issue Date, immediately after giving effect to the Transactions.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Common Stockholders means holders of shares of Common Stock.

  • Major Stockholder means any such Person.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Option Holders means the holders of the Options.

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Option Holder means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Optionee means an Employee or Consultant who receives an Option.