Senior Management Stockholder definition

Senior Management Stockholder means any of the Management Stockholders or Other Management Stockholders who has been designated as such on Schedule I hereto or the corresponding schedule of the Other Management Stockholders Agreements, as applicable.
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Senior Management Stockholder means any of the Management Stockholder or Other Management Stockholders who have been designated as such on Schedule I hereto or the corresponding schedule of the Other Management Stockholders Agreements, as applicable. “Stock” shall have the meaning set forth in Section 2(a) hereof. “Stock Option Agreements” shall have the meaning set forth in the fourth “whereas” paragraph. “transfer” shall have the meaning set forth in Section 2(a) hereof. 9. The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 9(b) shall be deemed to limit in any manner the restrictions on transfers of Stock contained in this Agreement. (c) The Company will not agree to any amendment of the terms of the credit agreement entered into on the Closing Date, or to any corresponding provision in any successor or equivalent debt agreement, that imposes any limits on the Company’s permission thereunder to repurchase stock, or make payments on any note, in each case under Section 6(c) or 7(e) of this Agreement, that are materially more restrictive than such provi...
Sample 1
Senior Management Stockholder means each of Melia, Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxx X. Poor.
Sample 1

Examples of Senior Management Stockholder in a sentence

  • Xxxxxxxxxxxx (xxe "Senior Management Stockholder") represents and warrants to each of the Underwriters that such Senior Management Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 4(A) of this Agreement are not true and correct in all material respects.

  • Such Senior Management Stockholder and Preferred Stockholder holds such Company Capital Stock free and clear of any lien, security interest, mortgage, pledge, restriction, encumbrance or claim of any kind (collectively “Encumbrances”) and immediately upon the consummation the Merger, Parent, directly or indirectly shall own such Company Capital Stock free and clear of any Encumbrances.

  • The Parent Shares to be issued to such Senior Management Stockholder are being acquired by such Senior Management Stockholder in good faith solely for the account of such Senior Management Stockholder, for investment purposes and not with a view to subdivision, distribution or resale.

  • Such Senior Management Stockholder and Preferred Stockholder with respect to this Agreement, has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

  • It is understood that the obligations of each Senior Management Stockholder and Preferred Stockholder under this Section 6.02 are several and not joint.

  • Such Senior Management Stockholder and Preferred Stockholder has voted to approve and adopt this Agreement and the consummation of the Merger and the transactions contemplated hereby pursuant to a written consent as described in Section 6.01(r).

  • Each Senior Management Stockholder and Preferred Stockholder and the Company agrees to notify the Parent within 24 hours orally and within 48 hours in writing if any such Acquisition Proposal (including terms thereof and identity of persons making such proposal) is received and furnish to the Parent a copy of any written proposal.

  • The parties agree that Parent’s sole recourse with respect to any Claims against any Senior Management Stockholder shall be to withhold all or a portion of the Escrow Shares in accordance with the terms and conditions of the Escrow Agreement.

  • Such Senior Management Stockholder and Preferred Stockholder owns beneficially and of record the number of shares of Company Capital Stock set forth on Schedule 4.01.

Related to Senior Management Stockholder

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

  • Management Stockholders means the members of management of the Company (or any Parent Entity) or its Subsidiaries who are holders of Capital Stock of the Company or of any Parent Entity on the Issue Date.

  • 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.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Major Stockholder means any such Person.

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • 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.

  • Position holder means a person who holds an inventory position of motor fuel in a terminal, as

  • 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.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • 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.

  • Founder means, in respect of an issuer, a person who,

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Management Stockholder’s 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.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • Management Investor means any officer, director, employee or other member of the management of the Company or any of its Subsidiaries, or family members or relatives thereof, or trusts or partnerships for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives.

  • Executive Employee means those employees of the Company of Grade Level 10 or above.

  • Management Employee means an employee in a position having significant responsibilities for formulating district policies or administering district programs. Management positions shall be designated by the public school employer subject to review by the Public Employment Relations Board.

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

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Senior Manager means each of Xxxxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxxxxxx, and Xxxxxx X. Xxxxxx, and/or any other Persons designated by the Board as Senior Managers (collectively, the "Senior Managers").

  • 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).