Examples of Management Holder in a sentence
If none of the Company, any Designated Employees or any JWC Holders elects to exercise the Call Option and deliver a Call Notice within 120 days after the date of the Call Event, then the Call Option provided for in this Section 2.2 shall terminate, but such Management Holder and his direct and indirect transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement, including Sections 2.1 and 2.5 hereof.
Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder.
If the Company is unable pursuant to the foregoing provisions of this Section 2.3(e) to purchase for cash any Put Securities from any terminated Management Holder or his direct or indirect transferees, the purchase price therefor shall be paid by delivery of a subordinated promissory note (each a "Promissory Note") substantially in the form attached hereto as Exhibit B in an original principal amount equal to the purchase price of such Put Securities not so paid in cash.
At each closing for the purchase of Call Securities to be purchased pursuant to Section 2.2(a) above, the Company shall repurchase such Call Securities for cash (by delivery of a certified check or checks payable to the Management Holder or his direct or indirect transferees, as the case may be).
Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Subsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries.