Executive Securityholder definition

Executive Securityholder means (i) the Executive, (ii) any assignee or transferee of any interest in the Company directly from the Executive and (iii) any other Person who becomes a holder of Executive Securities in a manner contemplated by this Agreement and becomes a party hereto by executing a Deed of Adherence in accordance with Section 4(f).
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Executive Securityholder. By: /S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ EXHIBIT A FORM OF ASSIGNMENT FOR VALUE RECEIVED, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (“Executive”) does hereby sell, assign and transfer unto , a , Common Units of the Company standing in the undersigned’s name on the books of the Company represented by Certificate Nos. herewith pursuant to Section 1(f) of the Executive Securities Agreement dated February 27, 2004 between Executive and the Company, and for such purpose only does hereby irrevocably constitute and appoint each principal of Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ IV LP (acting alone or with one or more other such principals) as attorney to transfer the said Common Units on the books of the Company with full power of substitution in the premises. Dated: ________ __, ____ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ EXHIBIT B The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Executive Securities Agreement, Securityholders Agreement and Registration Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Executive Securities Agreement, Securityholders Agreement and Registration Agreement provide for the repurchase of my spouse’s securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, the transfer restriction thereof). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements. Date: __________, ____ Spouse’s Name: Date: __________, ____ Witness’ Name: EXHIBIT C February 27, 2004 PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP INTEREST IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE On February 27, 2004, the undersigned acquired 300,000 common units (the “Units”) in Kingpin Holdings, LLC, a Delaware limited liability company (the “Company”), for $3,000,000. The Company has elected to be classified as a corporation for federal income tax purposes pursuant to Treasury Regulation §301.7701-3. Pursuant to §83(b) of the Internal Revenue Code (the “Code”) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units, to report as taxable income for the calendar year 2004 the excess (if any) of the value of the Un...
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Examples of Executive Securityholder in a sentence

  • As a condition to any exercise of the Options, the Executive Securityholder shall permit the Company or the Investment Company, as applicable, to deliver to him all financial and other information regarding the Company or the Investment Company, as applicable, it believes necessary to enable him to make an informed investment decision, and the Executive Securityholder shall make all customary investment representations which the Company or the Investment Company, as applicable, requires.

  • Alternatively, the Company or the Investment Company (in the case of Executive Securities of the Investment Company) may pay the purchase price for the Executive Securities to be repurchased pursuant to the Repurchase Option or a Put Option by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by the applicable Executive Securityholder to the Company or the Investment Company.

  • Until the occurrence of a Sale of the Company, all certificates evidencing the Executive Securities shall be held by the Company for the benefit of the Executive Securityholder and the other holder(s) of Executive Securities.

  • Prior to transferring any Executive Securities (other than in a Public Sale, a Sale of the Company, Section 4 hereof, Section 5 of the Stockholders Agreement and Section 3 of the Investment Company Stockholders Agreement) to any Person, the transferring Executive Securityholder will cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company a counterpart to this Agreement.

  • Each of Company, the Investor Group and the Executive Securityholder shall be entitled to enforce its rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor.

  • In the event the Company or any of its Subsidiaries does not make such deductions or withholdings, Executive Securityholder shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

  • Any transferee of Executive Securities pursuant to a transfer in accordance with the provisions of this Section 3(b) is herein referred to as a “Permitted Transferee.” Upon the transfer of Executive Securities pursuant to this Section 3(b), the transferring Executive Securityholder will deliver a written notice (a “Transfer Notice”) to the Company.

  • The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, the holders of a majority of the Investor Common Stock then outstanding, the Executive Securityholder and, for so long as Ontario Teachers' Pension Plan Board, an Ontario corporation ("Teachers"), owns Stockholder Shares and shares of Investment Company Preferred with an aggregate Original Cost (as defined in the Stockholders Agreement) to Teachers of at least $25,000,000, Teachers.

  • Any transferee of Executive Securities pursuant to a transfer in accordance with the provisions of this Section 3(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Securities pursuant to this Section 3(b), the transferring Executive Securityholder will deliver a written notice (a "Transfer Notice") to the Company.

  • No Executive Securityholder will be entitled to receive any amounts distributed in respect of his Incentive Securities (including by way of redemption or repurchase of securities) until such time as they have vested in accordance with this Agreement.