Examples of Management Equityholder in a sentence
As of the date hereof, the Management Equityholder does not own, beneficially or of record, any rights to purchase or acquire any shares of capital stock or other securities of the Company except as set forth on Schedule A.
In addition, the Management Equityholder hereby acknowledges that the potential harm to the Parent Parties, the Company and their Subsidiaries and Affiliates of non-enforcement of this Agreement outweighs any harm to the Management Equityholder of enforcement (by injunction or otherwise) of this Agreement.
The Management Equityholder agrees that any Subject Securities that he or she purchases or otherwise hereinafter acquires or with respect to which he or she otherwise acquires sole or shared voting power after the execution of this Agreement and prior to the Expiration Time (the “New Subject Securities”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Subject Securities set forth on Schedule A attached hereto.
Subject to the provisions of Section 8.2 and Section 9.1, any holder of Management Equityholder Shares which is a natural person may Transfer any or all of his Management Equityholder Shares to a Member of the Immediate Family of such holder, and any holder of Management Equityholder Shares which is not a natural person may Transfer any or all of such holder's Management Equityholder Shares to a stockholder, member, partner or other holder of any equity interest in such holder.
As of the date hereof, the Management Equityholder (a) is the beneficial or record owner of the Subject Securities indicated on Schedule A hereto, free and clear of any and all mortgages, pledges, security interests, charges, claims or restrictions, other than those created by this Agreement or as disclosed on Schedule A, and (b) has sole voting power over all of the Subject Securities beneficially owned or owned of record by him or her.
The Management Equityholder represents and warrants that (x) there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein, (y) the Management Equityholder has not transferred or otherwise alienated any such claims or causes of action, and (z) the Management Equityholder is fully authorized and entitled to give the releases specified herein.
The Management Equityholder has all requisite power and authority to execute, deliver and perform this Agreement.
For the avoidance of doubt and notwithstanding anything contained in this Agreement to the contrary, it shall not be a breach of this Section 7.6(c) for any Management Equityholder (directly or indirectly) to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in any legal filings.
The Management Equityholder hereby acknowledges that the provisions of Section 5, Section 6, Section 7 and Section 8 do not preclude the Management Equityholder from earning a livelihood, nor do they unreasonably impose limitations on the Management Equityholder’s ability to earn a living.
No holder of Management Equityholder Shares shall Transfer any of such Shares to any other Person except as permitted by this Section 5.