Examples of Manager Equity Agreement in a sentence
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties, provided that nothing in this Agreement shall limit or otherwise affect Executive’s obligations under his Beneficial Seller Restrictive Covenant Agreement dated March 26, 2010 or Amended and Restated Manager Equity Agreement dated April 30, 2010.
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties, provided that nothing in this Agreement shall limit or otherwise affect Executive’s obligations under his Beneficial Seller Restrictive Covenant Agreement dated March 26, 2010 or Manager Equity Agreement dated April 30, 2010.
Holdings agrees to provide the Company and the holders of Preferred Shares of written notice within not more than three (3) business days of (x) any event which would require a forfeiture of any Unvested Units pursuant to and as defined in any Manager Equity Agreement or (y) any exercise of a Repurchase Option or a Put Right pursuant to and as defined in any Manager Equity Agreement.
The securities of the New Entities issued in exchange for Securities shall not be transferable to any greater degree than Securities held subject to this Agreement and all such new securities of the New Entities shall be subject to all restrictions provided herein or in any Manager Equity Agreement as if such newly issued securities in the New Entities were Securities.
Holdings shall not, without the prior written consent of the holders of a majority of the then outstanding Preferred Shares, amend, modify, terminate or waive any rights pursuant to and in accordance with any of the Manager Equity Agreements, including without limitation, any agreement to accelerate the vesting or otherwise alter or modify the vesting schedule with respect to any Unvested Units (as described in the applicable Manager Equity Agreement).
In the event that, notwithstanding the foregoing requirements, Holdings fails to enforce any right pursuant to any Manager Equity Agreement regarding the forfeiture of Unvested Units, the holders of a majority of the Preferred Shares shall have the right to exercise such remedy and cause the forfeiture of such Unvested Units on behalf of, and in the name of, Holdings.
If Participant is a party to a Manager Equity Agreement and the terms thereof conflict with the provisions of this Section 6, the provisions of this Section 6 shall control.
Intending to be bound, the parties execute this Manager Equity Agreement on the date first written above.
This Note is subject to the terms of the Manager Equity Agreement dated as of April 30, 2010, by and among Payee, Maker and CHS Private Equity V LP, including Section 3(c) thereof.
The securities represented hereby are subject to purchase options and certain other agreements set forth in a Manager Equity Agreement among Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), CHS Private Equity V LP, a Delaware limited partnership, and the original holder hereof dated as of April 30, 2010 and the Company reserves the right to refuse the transfer of this security until the condition therein have been fulfilled with respect to such transfer.