MANAGEMENT SHAREHOLDERS AGREEMENT Sample Clauses

MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Shares will be subject to a restriction on transfer prior Restrictions: to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts. Right of First If the Lapse Date occurs prior to Change of Control or an Refusal: IPO, the Company will have a right of first refusal on any proposed sale of Shares until a Change of Control or an IPO. Drag Along The Investor Members will have the right to drag along Shares in the event of any private sale to a third party in the same proportion as the Investor Member's Shares are sold. The drag along rights shall be on substantially the same terms as the drag along rights relating to the A Units under the LLC Agreement and the Management Members Agreement.
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MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Restrictions: Shares will be subject to a restriction on transfer prior to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts.
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MANAGEMENT SHAREHOLDERS AGREEMENT. The terms and conditions of Executive’s purchase of any Restricted Shares, including certain restrictions on resale of the Restricted Shares, the right of the Company to repurchase all or a portion of such Restricted Shares from Executive under certain circumstances, including without limitation upon termination of Executive’s employment, and the applicable repurchase price for repurchase of the Restricted Shares, will be set forth in a Shareholders’ Agreement, between the Company, the Executive, and one or more other shareholders of the Company (as the same has been or may hereafter be amended, the “Management Shareholders’ Agreement”). Among other things, the Management Shareholders’ Agreement will grant a right of first refusal first under certain circumstances, to Xxxxxx X. Xxxxx, and second, to the Company, to purchase Executive’s Restricted Shares at a purchase price equal to the Book Value per Share of Common Stock as of the last day of the month preceding the date of purchase.
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MANAGEMENT SHAREHOLDERS AGREEMENT. Each of the Companies and each Purchaser agree to enter into a management shareholders agreement (the “Management Shareholders Agreement”), substantially in the form attached hereto as Exhibit A, simultaneously with this Agreement.
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MANAGEMENT SHAREHOLDERS AGREEMENT. FPAC has received and reviewed the Management Shareholders Agreement. FPAC hereby acknowledges and accepts the terms and other provisions of the Management Shareholders Agreement.
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Related to MANAGEMENT SHAREHOLDERS AGREEMENT

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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