Relationship With the Managing Member Sample Clauses

Relationship With the Managing Member. (a) It is the intention of each of the Managing Member and the Members that, unless otherwise determined by the Managing Member, the number of the Class A Shares and Class B Shares of JHI outstanding shall, in the aggregate, at all times equal the number of Interests of the Company outstanding (including, for these purposes, Restricted Common Interests but excluding Non-Voting Common Interests), and each of the Company and the Managing Member agrees to cooperate to effect the intent of this Section 4.3(a). (b) The Managing Member shall not, directly or indirectly, enter into or conduct any business, or hold any assets other than (i) business conducted and assets held by the Company and the Company Subsidiaries, (ii) as contemplated in Section 4.3(c), the holding by the Managing Member of cash or cash equivalents to be used to satisfy liabilities or other assets held on a temporary basis in connection with the business of the Company and the Company Subsidiaries, (iii) the ownership, acquisition and disposition of equity interests of the Company, (iv) the management of the business of the Company and the Company Subsidiaries, (v) the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other interests in compliance with this Section 4.3, (vi) any activity or transaction contemplated by this Agreement, the Registration Rights Agreement or the Tax Receivable Agreement and (vii) such activities as are incidental to the foregoing. (c) The Managing Member shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than equity interests in the Company and such cash and cash equivalents, bank accounts or similar instruments or accounts as the board of directors of the Managing Member deems reasonably necessary for the Managing Member to carry out its responsibilities contemplated under this Agreement, the Registration Rights Agreement or the Tax Receivable Agreement. (d) The Managing Member shall, directly, maintain at all times ownership of all outstanding Common Interests recorded as owned by the Managing Member on the Company’s books and records, and shall not permit any Person to possess or exercise a right or ability to remove, replace, appoint or elect the Managing Member of the Company. (e) If the Managing Member issues any equity securities after the date of this Agreement: (i) at any time the Managing Member i...
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs

Related to Relationship With the Managing Member

  • Termination of Relationship with the Company If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

  • Relationship with the Lenders (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

  • Continuous Relationship with the Company Required Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

  • Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

  • Service with the Company During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board or the President shall reasonably assign to him from time to time.

  • Subadviser’s Relationship Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.

  • Actions We May Take if You Engage in Any Restricted Activities If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect PayPal, its customers and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following: • Terminate this user agreement, limit your account, and/or close or suspend your account, immediately and without penalty to us; • Refuse to provide the PayPal services to you in the future; • At any time and without liability, suspend, limit or terminate your access to our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, your PayPal account or any of the PayPal services, including limiting your ability to pay or send money with any of the payment methods linked to your PayPal account, restricting your ability to send money or make withdrawals; • Hold your money to the extent and for so long as reasonably needed to protect against the risk of liability. You acknowledge that, as a non-exhaustive guide: • PayPal’s risk of liability in respect of card-funded payments that you receive can last until the risk of a chargeback closing in favour of the payer/buyer (as determined by card scheme rules) has passed. This depends on certain factors, including, without limitation:

  • AFFILIATIONS WITH THE OBLIGOR If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

  • CHANGE IN THE ADVISER'S OWNERSHIP The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!