Management Investors. The term "Management Investors" shall have the meaning set forth in the preface.
Management Investors. Each employee or director of the Company or any of its Subsidiaries who becomes party to a stock subscription agreement or option agreement with any of the Company and its Subsidiaries after the date hereof shall become a party hereto and shall be bound hereby. The Company shall not issue any securities to an employee or director of the Company or any of its Subsidiaries unless he or she enters into a supplementary agreement with the Company agreeing to be bound by the terms hereof in the same manner as the other Management Investors. Each such supplementary agreement shall become effective upon its execution by the Company and such employee or director, and it shall not require the signature or consent of any other party hereto. Such supplementary agreement may modify some of the terms hereof as they effect such employee or director; provided that the modified terms shall be no more favorable to such employee or director than the terms set forth herein.
Management Investors. 38 5.14 83(b) Election...................................................38 5.15 Management Investor Representative...............................38 5.16 Covenant Not to Compete..........................................39 5.17 Business Opportunities...........................................39 5.18 Confidentiality..................................................40 5.19 Effectiveness....................................................40 SCHEDULE 1 - Initial Other Management Investors -ii- 17 STOCKHOLDERS AGREEMENT, dated as of March 24, 1999 among Vestar/Calvary Holdings, Inc., a Delaware corporation (the "Company"), Sheridan Healthcare, Inc., a Delaware corporation ("Sheridan"), Vestar/Calvary Investors, LLC, a Delaware limited liability company ("Vestar"), Mitcxxxx Xxxxxxxxx, Xxwix X. Xxxd, Michxxx X. Xxxxxxxxx xxx Jay X. Xxxxxx (xxllectively, the "Senior Management Investors") and the other persons listed on Schedule 1 hereto (collectively, together with the persons identified in the supplementary agreements referred to in Section 5.13 hereof, the "Other Management Investors"). The Senior Management Investors and the Other Management Investors are collectively referred to herein as the "Management Investors".
Management Investors. Unless the Manager otherwise agrees in writing (e.g., in an Equity Agreement), each Management Investor, for so long as such Management Investor is employed by the Company or its Subsidiaries, shall, and shall cause each of such Person’s Affiliates to, bring all investment or business opportunities to the Company of which such Management Investor becomes aware and which are, or may be, (y) within the scope and investment objectives related to the Business, or (z) otherwise competitive with the Business.
Management Investors. The provisions of Annex II to this Agreement shall apply to the Management Holders and Executive Management Holders (as such terms are defined therein).
Management Investors. Schedule I to the Stockholders Agreement is hereby amended and restated in its entirety as set forth in Exhibit 1 attached hereto. 2.
Management Investors. (a) The restrictions contained in Sections 2.1(a) of this Agreement with respect to Transfers by Management Investors (other than the Estate) of shares of Common Stock shall not apply to any Transfer by a Management Investor (other than the Estate): (i) to or among such Management Investor's spouse, children, grandchildren or other living descendants, or to a trust or family partnership of which there are no principal (i.e., corpus) beneficiaries or partners other than the grantor or one or more of such Management Investor, spouse or described relatives, and provided, in the case of a trust, that the existing beneficiaries and/or trustee(s) and/or grantor(s) of such trust have the power to act with respect to the trust's assets without court approval and, in the case of a family partnership, that the partners thereof have the power to act with respect to the partnership's assets without court approval and the partnership is not permitted to (x) distribute assets to Persons who are not among the relatives listed above or (y) have partners who are not among the relatives listed above, and, in any case, all the partners agree, for the benefit of the Company and GSCP, not to amend such provisions; (ii) to a legal representative of such Management Investor in the event such Management Investor becomes mentally incompetent or to such Management Investor's personal representative following the death of such Management Investor; (iii) with the prior written approval of the Company, which approval may be granted or withheld by the Board of Directors of the Company in its sole and absolute discretion; and (iv) pursuant to any pledge by a Management Investor to the Company or an Affiliate thereof for money borrowed to purchase shares of Common Stock pursuant to the Employment Agreements, if applicable.
Management Investors. Schedule II of the Agreement is hereby amended by deleting its entirety and inserting, in lieu thereof Exhibit A attached hereto.
Management Investors. The Company shall deliver to Management Investors (other than Management Investors as to which a Termination of Employment has occurred or as to which a Prohibited Transfer of Securities or an Engagement in a Competing Business shall have occurred), so long as such Management Investors in the aggregate own Common Stock representing at least 5% of the Common Stock outstanding or any of the Preferred Stock outstanding, the financial statements specified in clauses (i), (ii) and (iv) of Section 2.1 at the time such financial statements are delivered to BRS.
Management Investors. The Registration Rights Agreement is hereby amended and restated to provide that each of the Option Awardees is a "Management Investor" thereunder. 2.
