PROCEDURE FOR MEMBER-RELATED BUYOUT EVENTS Sample Clauses

PROCEDURE FOR MEMBER-RELATED BUYOUT EVENTS. If a Member shall suffer a Buyout Event, the Affected Member (or its representative) shall promptly give notice thereof to the Company and the other Management Members. Upon the occurrence of a Buyout Event with respect to a Member, (a) if the Buyout Event is of the type described in Section 10.1(a), the Company, and to the extent the Company does not exercise same, the Management Members (other than the Affected Member) on a pro rata basis and (b) if the Buyout Event is a Change of Control, the Management Members (other than the Affected Member) on a pro rata basis, shall have the option to acquire the Company Interest of the Affected Member. In the case of Buyout Events of the type described in Section 10.1(a), the Company shall have the first right to acquire the Company Interest of an Affected Member and may exercise such right by notifying the Affected Member (or its representative) of such exercise within 30 Days following the later of (i) the occurrence of such Buyout Event and (ii) the receipt by the Company of the Affected Member's notice (such 30-Day period being herein referred to as the "Company Option Period"). If the Company does not respond during the Company Option Period, the Company shall be deemed to have waived its right. If the Company elects or is deemed to have waived its right to acquire the Company Interest of an Affected Member, or if the Company only elects to acquire a portion of the Company Interest of an Affected Member, each of the Management Members (other than the Affected Member) shall have the option to acquire the Company Interest of the Affected Member, to the extent the Company has not elected to do so. In such event, or in the case of a Buyout Event consisting of a Change of Control, the Management Members (other than the Affected Member) may exercise such right by notifying the Affected Member (or its representative) and the Company of the exercise within 30 Days following (A) if applicable, the date on which the Company notified the Management Members of its decision with respect to its option to acquire the Company Interest of the Affected Member or was deemed to have waived such option, whichever occurs first or (B) if the Buyout Event is a Change of Control, the later of the occurrence of such Buyout Event and the receipt by the Management Members of the Affected Member's notice as required by the first sentence of this Section 10.1. If more than one Management Member exercises its right, the exercising Managemen...
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Related to PROCEDURE FOR MEMBER-RELATED BUYOUT EVENTS

  • CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Except for the Other Agreements and except as set forth in the Draft Registration Statement, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Home or Newco to issue any of their respective authorized but unissued capital stock; and (ii) neither Home nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of Home.

  • CDSCs Related to the Redemption of Omnibus Shares CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

  • Change of Name or Location; Change of Fiscal Year Such Grantor shall not (a) change its name as it appears in its organizational documents and as filed in such Grantor’s jurisdiction of organization, (b) change its chief executive office, principal place of business, mailing address or corporate offices or change or add warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case from the locations identified on Exhibit A, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least fifteen days (or such lesser period of time as the Administrative Agent may agree) prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year except as permitted under the Credit Agreement.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Permitted Activities of Holdings Holdings shall not:

  • Admission of Substituted Limited Partner By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser or other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Limited Partner Interests. Each transferee of a Limited Partner Interest (including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (x) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s discretion, and (y) when any such admission is shown on the books and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on any matter, vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee shall have no other rights of a Limited Partner.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

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