Partnership and Raven TopCo GP Governance Agreements Sample Clauses

Partnership and Raven TopCo GP Governance Agreements. 1.3.1. The Investors agree to negotiate in good faith to enter into, concurrent with the Closing, (i) an amended and restated limited partnership agreement for the Partnership (the “Partnership LPA”) and an amended and restated limited liability company agreement for Raven TopCo GP (the “Raven TopCo GP LLCA”) consistent with the terms set forth on the term sheet attached hereto as Exhibit A and (ii) such other ancillary agreements and applicable governance agreements as may be required in connection with the Closing (together with the Partnership LPA and the Raven TopCo GP LLCA, collectively, the “Governance Agreements”). If, for any reason, the Governance Agreements are not executed on or before the Closing, the provisions of Exhibit A will be binding upon the Investors and shall be the Governance Agreements, it being understood and agreed that the Investors shall be obligated to continue to negotiate in good faith to execute full-length Governance Agreements promptly after the Closing. 1.3.2. For so long as this Agreement shall be in force or remain in effect, (i) no Investor shall permit Raven TopCo GP to transfer, or agree to transfer, any of its general partnership interest in the Partnership to any Person or permit the Partnership or Raven TopCo GP to issue, or agree to issue, any equity interests to any Person and (ii) no Investor, the Partnership or any of the Partnership’s Subsidiaries shall transfer, or agree to transfer, any equity interests of the Partnership or any of the Partnership’s Subsidiaries, in each case, other than as expressly contemplated by this Agreement or as agreed between the Investors in writing or, with respect to clause (ii), to such Investor’s Permitted Transferees. 1.3.3. Each Investor and its Permitted Transferees will receive equity interests of the same class and series and at the same price per unit of Raven TopCo GP upon funding its Equity Commitment (other than, in the case of CD&R, the portion of its Equity Commitment attributed to the Preferred Share Purchase Price) to the Partnership and, at the Closing, the equity interests held by TowerBrook prior to Closing in TopCo GP will be canceled for no consideration. In accordance with the Partnership LPA, (i) TowerBrook agrees to cause the Partnership to create such classes of equity interests set forth in the term sheet attached hereto as Exhibit A and issue and sell or exchange (as the case may be) such classes of Partnership equity interests to the Investors (or thei...
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Related to Partnership and Raven TopCo GP Governance Agreements

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Partnership Formation and Identification 6 2.1 Formation............................................................................................ 6 2.2 Name, Office and Registered Agent.................................................................... 6 2.3 Partners............................................................................................. 6 2.4

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

  • Partnership Name The name of the Partnership is “OZ Management LP.” The name of the Partnership may be changed from time to time by the General Partner.

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