Management Holdco Sample Clauses

Management Holdco. Effective immediately following the transactions described in Section 1.2 and prior to the Merger Effective Time, and notwithstanding anything to the contrary in the LLC Agreement or any Award Letter entered into between Jagged Peak LLC and a Management Member, (i) Q-Jagged Peak and the Management Members shall adopt the Amended and Restated Limited Liability Company Agreement of Management Holdco, in the form attached hereto as Exhibit A, as the limited liability company agreement of Management Holdco (the “Management Holdco LLC Agreement”) and (ii) each Management Member hereby conveys, transfers, assigns and delivers to Management Holdco all of its right, title and interest in and to (A) such Management Member’s pro rata portion (calculated based on such Management Member’s relative ownership of Management Incentive Units prior to the recapitalization described in Section 1.2) of a number of Units equal to the quotient obtained by dividing (x) $10,000,000 by (y) the IPO Price (it being understood that such Units represent a portion of the Units issued in respect of the unallocated Management Incentive Units) and (B) (x) with respect to each Group I Member, 35% of (I) the Units received by such Management Member pursuant to Section 1.2 in respect of such Management Member’s Management Incentive Units less (II) the number of Units contributed by such Management Member to Management Holdco pursuant to clause (A) of this sentence and (y) with respect to each Group II Member, 25% of (I) the Units received by such Management Member pursuant to Section 1.2 in respect of such Management Member’s Management Incentive Units less (II) the number of Units contributed by such Management Member to Management Holdco pursuant to clause (A) of this sentence. For the avoidance of doubt, the execution by each Management Member of this Agreement shall be effective to admit such Management Member as a member of Management Holdco and each Management Member hereby agrees to be bound by, and subject to, all of the terms and conditions of the Management Holdco LLC Agreement.
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Management Holdco i. Management Holdco has been established as a special purpose investment vehicle through which the parties to the Management Holdco Equity Agreements who, prior to Pricing, held Class B Units and who have contributed Common Units to Management Holdco (such persons, the “Management Holdco Partners”) and indirectly hold Units through the ownership of limited liability company interests in Management Holdco (“Management Holdco Interests”). In applying the provisions of this Agreement (including Article 2, Article 3, Article 4, Article 5, Article 6, Article 7 and Article 9), and in order to determine equitably the rights and obligations of Management Holdco and the Management Holdco Partners, the Managing Member, the Company and/or Management Holdco may treat (a) the Units held by Management Holdco as if they were directly held by the Management Holdco Partners having an indirect economic interest therein and (b) any Management Holdco Partner as if it were a Member with a corresponding interest in a proportionate portion of the Units owned by Management Holdco (including, in each case, for purposes of determining whether such Unit is a Vested Common Unit or Unvested Common Unit). Accordingly, upon (i) any issuance of additional Units to Management Holdco for the benefit of any Management Holdco Partner (or the occurrence of any event that causes the repurchase or forfeiture of any Units), (ii) the Transfer of Units by Management Holdco or (iii) any merger, consolidation, sale of all or substantially all of the assets of the Company, issuance of debt or other similar capital transaction of the Company (each, a “Management Holdco Action”), the Managing Member, the Company and/or Management Holdco may take any action or make any adjustment with respect to the Management Holdco Interests to replicate, as closely as possible, such Management Holdco Action (including the effects thereof), and the Members shall take all actions reasonably requested by the Managing Member in connection with any Management Holdco Action and this Section 7.3.
Sample 1
Management Holdco. Effective as of immediately prior to the Closing, and without any further action required by any Person, (a) all Class A Units of Management Holdco held by the Company shall transfer to and be held by the Member Representative, without any liability for the Company or any of its Subsidiaries (but subject to the liability of Buyer under Section 1.4(c)), and the Member Representative shall become the Class A Member of Management Holdco and (b) the Member Representative shall become the Manager of Management Holdco, replacing the Company in such position. ARTICLE VIII
Sample 1

Related to Management Holdco

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • AGREEMENT MANAGEMENT A. Contractor may change Project Manager but the Energy Commission reserves the right to approve any substitution of the Project Manager.

  • Management Company 14 Maturity....................................................................14

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

  • Exit Management The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.

  • Management of Business No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

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