Executive Securities Agreements Sample Clauses

Executive Securities Agreements. From time to time on or after the date hereof, the Board may approve the issuance of Class A Units and Class B Units to any employee, manager, director, officer, consultant or similar service provider (each, a “Key Person”) of the Company or its Subsidiaries pursuant to an Executive Securities Agreement (at a price determined by the Board). The Board shall have sole and complete power and discretion as to (x) which Key Person shall be offered Class A Units and Class B Units, (y) the number of Class A Units and Class B Units to be offered and issued to each such Key Person and (z) the purchase price therefore, and shall amend Schedule A to reflect such issuances. In connection with any issuance of Class A Units and Class B Units to an Key Person hereunder, (i) such Key Person shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents and instruments to effect such purchase as are required by the Board (including, without limitation, an Executive Securities Agreement and any other document or instrument contemplated hereby or thereby) and (ii) such Key Person shall in exchange for such Class A Units make a Capital Contribution to the Company in an amount to be determined by the Board.
Sample 1
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Executive Securities Agreements. HCI and certain managers of the Company and its Subsidiaries shall have entered into Executive Securities Agreements in substantially the form attached hereto as Exhibit G (the "Executive Securities Agreements"), and the Executive Securities Agreements shall not have been amended or modified and shall be in full force and effect as of the Closing, and each manager shall have purchased the equity securities proposed to be purchased by him thereunder.
Sample 1

Related to Executive Securities Agreements

  • Restricted Definitive Securities to Restricted Definitive Securities Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

  • Restricted Definitive Securities to Unrestricted Definitive Securities Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if:

  • Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

  • Unrestricted Definitive Securities to Unrestricted Definitive Securities A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

  • Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

  • Transfer and Exchange of Definitive Securities for Definitive Securities Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

  • Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).

  • Derivative Securities There shall be outstanding no options, warrants or other derivative securities entitling the holders thereof to acquire shares of Company Common Stock or other securities of the Company.

  • Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable:

  • Definitive Securities Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities.

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