Management Rollover Clause Samples

A Management Rollover clause outlines the process by which members of a company's management team reinvest a portion of their proceeds from a sale or merger back into the newly formed or acquiring entity. Typically, this involves management exchanging some of their equity or cash consideration for shares or interests in the buyer or successor company, aligning their interests with the new owners. The core function of this clause is to incentivize key management to remain engaged and committed post-transaction, thereby ensuring continuity and supporting the ongoing success of the business under new ownership.
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Management Rollover. Notwithstanding any provision to the ------------------- contrary herein, the parties hereto agree that, if requested by Parent and agreed to by the applicable employees, so long as MLP, the GP Entities and the holders of Units shall not be adversely affected thereby, the parties hereto shall amend this Agreement prior to Closing to permit Units and/or Options (as herein defined) owned by certain employees of MLP to be exchanged for membership interests in Parent (in which event the aggregate Merger Consideration will be adjusted accordingly).
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Management Rollover. Acquiror and any holder of Stock Options that is a member of the management of CPI may enter into an agreement providing that any or all of the Stock Options held by such holder shall be converted into stock options of Acquiror on the terms and subject to the conditions to be specified in such agreement. Schedule 1.7 (which shall be prepared by the Company and Acquiror after the date hereof and prior to the Closing) shall set forth the specific Stock Options subject to any such agreement.
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Management Rollover. 1.1 The following definitions are hereby added to Section 1.1 (Definitions):
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Management Rollover. Prior to the Effective Time, (i) the shareholders designated on Schedule 9.2(n) of the Disclosure Schedules as Rollover Shareholders (the “Rollover Shareholders”) shall have contributed the Rollover Shares to Parent, pursuant to a Rollover Agreement (which such agreement shall be in full force and effect), in exchange for Series A Preferred Stock of Parent and (ii) the Rollover Shareholders, WP Entities and Parent shall have entered into a stockholders agreement regarding the ownership of the capital stock of Parent and a registration rights agreement regarding the registration of capital stock of the Parent, and each such agreement shall be in full force and effect.
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Management Rollover. (a) Upon the terms and subject to the conditions of this Agreement, immediately prior to the Closing, the Buyer and the Company shall, to the extent within their respective control, cause the Management Rollover to be consummated in accordance with the Rollover Agreements. For purposes hereof, “Remaining Company Equity Interests” means the outstanding Company Equity Interests, other than the Rollover Company Equity Interests.
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Management Rollover. The nature and amount of the ------------------- Management Rollover shall be reasonably satisfactory to the Arranger.
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Management Rollover. Notwithstanding anything to the contrary contained herein, the amount of the Equity Consideration to be paid by Parent and MergerCo in respect of the Merger pursuant to Section 1.2, the amount of the Equity Consideration to be delivered by MergerCo to the Company pursuant to the first sentence in Section 1.3(c) and the amount of the Equity Consideration to be paid by the Surviving Corporation to the Paying Agent pursuant to Section 1.3(c)(iii) shall each be reduced by an amount equal to product of (a) the aggregate number of shares of Company Stock held by Parent or MergerCo immediately prior to the Effective Time (collectively, the “Rollover Shares”) and (b) the Per Share Merger Consideration. For purposes of determining the Per Share Merger Consideration under this Agreement, the reduction in the amount of the Equity Consideration provided for in the preceding sentence shall be deemed not to have occurred and the Rollover Shares shall be deemed to be issued and outstanding and shall be included in the calculation of the Fully Diluted Number. The Rollover Shares shall be cancelled at the Effective Time as provided in Section 1.4(b).”
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Management Rollover. Joint Lead Arrangers shall be ------------------- satisfied with the amount and the terms and conditions of all management rollover of their equity in Borrower in connection with the Recapitalization.
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Related to Management Rollover

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • 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. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.