Management Equity. In connection with the execution of the Original Agreement and the Merger Agreement, Executive entered into the Existing Management Equity Agreements and, as of the date hereof, Executive owns the equity securities listed on Exhibit A.
Management Equity. Titan Brick, Inc. will retain a 100% interest in the business.
Management Equity. Xxxx Xxx owns 100% of the Drone Shop, Inc.
Management Equity. In the event that a Management Holder ceases to be employed by the EIK Manager other than for Cause, and such Management Holder in good faith disagrees with the Board’s determination of Fair Market Value of the Common Units held by such Management Holder being repurchased pursuant to the Repurchase Option, such Management Holder (the “Disagreeing Holder”) shall deliver written notice to the Board of such disagreement within 30 days after written notice of such determination. In the event such Disagreeing Holder does not deliver a disagreement notice within such 30-day period, such determination shall be final and binding on such Disagreeing Holder. In the event such Disagreeing Holder delivers a disagreement notice within such 30-day period, the Board and the Disagreeing Holder will negotiate in good faith to agree on such Fair Market Value during the 20-day period following the Board’s receipt of the disagreement notice, and any such agreement shall be final and binding on the Disagreeing Holder. If such agreement is not reached within 20 days after the Board’s receipt of the disagreement notice, Fair Market Value shall be determined by an independent and unaffiliated appraiser with experience in analyzing and making determinations concerning matters in the Business and in valuing entities like the Company jointly selected by the Board and the Disagreeing Holder (and, if the Board and the Disagreeing Holder cannot agree within five business days, each shall select an appraiser, who then shall jointly select a third appraiser similarly qualified to serve as the appraiser), which appraiser shall be instructed to submit to the Board and the Disagreeing Holder a written report within 30 days of its engagement setting forth such determination, and such determination shall be final and binding upon all parties. The costs and expenses of such appraisal shall be borne by the Company; provided, that if the appraiser finally determines that the Fair Market Value is at least 90% of the Fair Market Value determined by the Board, such Disagreeing Holder shall bear all reasonable costs and expenses incurred in connection with such appraisal.
Management Equity. 3.1 The Management SPV will take the form of a Jersey incorporated company, which is owned by a limited partnership incorporated in Jersey (“Management LP”). The Management SPV will hold the Management Equity to the order of and at the direction of the general partner of the Management LP (“General Partner”). The General Partner will also be a Jersey incorporated company. The Managers designated in accordance with paragraph 3.2 below shall constitute the management committee of the Management LP (“Management Committee”). Certain members of the Management Committee (“Managing Directors”) (in the first instance being the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), General Counsel and two senior traders) will be designated by the CEO the directors of the General Partner and the Management SPV and will own the shares in the General Partner.
Management Equity. (a) Executive will be given the opportunity to acquire 3.0% of the Company's fully-diluted common equity (calculated based on the shares outstanding at the time of the closing under the Merger Agreement and giving effect to the dilution resulting from the full 7.5% pool expected to be granted) in the form of Class A Common Stock of the Company from a pool of 7.5% of the Company's fully-diluted common equity that is expected to be available to the management team pursuant to a plan approved by the Board, which equity will vest over time so long as the Executive remains employed by the Company.
Management Equity. Executive agrees that all terms of Executive’s agreements with Academy, New Academy Holding Company, a Delaware limited liability company, and/or Academy Sports and Outdoors, Inc., a Delaware corporation (“ASO”), governing Executive’s options, restricted stock units, and common stock shares (collectively, the “Management Equity Agreements”) remain unchanged and in full force and effect.
Management Equity. After the Closing, the Board of Directors of Purchaser in its sole discretion may make available to Purchaser’s management group up to an aggregate of twelve percent (12%) of the Purchaser Common Shares on a fully-diluted basis as of Closing through purchase or as incentive compensation. Notwithstanding the foregoing, nothing contained herein or in any of the Transaction Documents shall be deemed or construed to be an offer to sell or the solicitation of an offer to purchase any Management Stock or a grant or award of an option or other right to purchase any Purchaser Common Shares to any Person.
Management Equity. The Company shall reserve up to fifteen percent (15%) percent of its available equity on a fully diluted basis on the date hereof after giving effect to the issuance of the Membership Interests contemplated by the Subscription Agreements for issuance to Officers and other key employees from time to time under such arrangements, contracts or plans as may be approved by the Board. Such percentage shall not be diluted by additional capital contributions of the Initial Members pursuant to Section 5.1(b). Issuance of equity securities or options to employees in excess of the fifteen percent (15%) threshold will be subject to the Initial Members' pre-emptive rights pursuant to Section 8.2. The parties hereby agree to include in the terms and conditions of any options issued to officers and employees provisions consistent with the last sentence of Section 8.1(e)(i).
Management Equity. Pool The Compensation Committee of the Board will issue equity awards to the Borrower’s management team with respect to 16,666,666 shares of Common Stock (subject to adjustment for any stock splits, etc.) upon such terms (including any vesting period or performance targets), in such amounts and forms of awards as the Compensation Committee shall determine appropriate following consultation with X. Xxxxx and Vintage. No such equity award will be granted prior to the closing of the Tranche A-1 Exchange. Registration Rights Each of X. Xxxxx and Vintage will have customary short form demand registration rights (and long-form if S-3 is unavailable), underwritten takedown rights and piggyback registration rights, subject to customary pro rata cutback, for all shares of Common Stock beneficially owned by either party. All Tranche A-1 Lenders will receive customary piggyback registration rights with respect to all shares of Common Stock issued to such persons pursuant to the Tranche A-1 Exchange. All reasonable expenses of such registrations, including the fees and expenses of one counsel on behalf of any selling shareholders, will be borne by the Borrower. Holders of the Warrants will also receive customary piggyback registration rights at X. Xxxxx’x discretion. Expenses On the earlier of the closing of the Rights Offering or such time the Borrower notifies X. Xxxxx that it no longer intends to proceed with the Rights Offering, the Borrower will reimburse X. Xxxxx for its reasonable out-of-pocket fees and expense incurred in connection with the Rights Offering and the related financing transactions, including travel expenses and fees and expenses of legal, accounting, tax and other advisors and consultants. Following the closing, the Borrower shall also reimburse X. Xxxxx and Vintage for any out-of-pocket fees and expenses incurred to enforce its rights board representation or preemptive rights. * * * *
