Roll Ups Sample Clauses

Roll Ups. Any proposal that the Partnership enter into a Roll-Up shall require the Consent of a Majority Interest. The Partnership shall not reimburse the sponsor of a proposed Roll-Up for the costs of its proxy contest, nor bear any other costs of the transaction in the event the Roll-Up is not approved by a Majority Interest.
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Roll Ups. Any proposal that the Partnership enter into a Roll-Up shall require the Consent of a Majority Interest. Any proposed Roll-Up shall also be subject to the following: (i) An appraisal of all Partnership assets shall be obtained from a competent Independent Expert. If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the Commission and applicable Administrators as an exhibit to the registration statement for the offering. Partnership assets shall be appraised on a consistent basis. The appraisal shall be based on an evaluation of all relevant information, and shall indicate the value of the Partnership’s assets as of a date immediately prior to the announcement of the proposed Roll-Up transaction. The appraisal shall assume an orderly liquidation of Partnership assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Partnership and its Limited Partners. A summary of the independent appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to the Limited Partners in connection with a proposed Roll-Up transaction. (ii) The Person sponsoring the Roll-Up transaction shall offer to Limited Partners who vote “no” on the proposal the choice of: (A) accepting the securities offered in the proposed Roll-Up transaction; or (B) one of the following: (1) remaining as Limited Partners, and preserving their Units in the Partnership on the same terms and conditions as existed previously; or (2) receiving cash in an amount equal to the Limited Partners’ pro-rata share of the appraised value of the net assets of the Partnership. (iii) The Partnership shall not participate in any proposed Roll-Up transaction that would result in Limited Partners having voting rights which are less than those provided for under this Agreement. If the Roll-Up Entity is a limited partnership, the voting rights of Limited Partners shall correspond to the voting rights provided for in this Agreement to the greatest extent possible. If the Roll-Up Entity is a corporation, then the democracy rights of Limited Partners shall correspond to the democracy rights provided for in this Agreement to the greatest extent possible. (iv) The Partnership shall not participate in any proposed Roll-Up transaction that includes provisions which would operate to materially impede or frustrate the ac...
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Roll Ups. Any proposal that the Partnership enter into a Roll-Up shall require the Consent of a
Sample 1
Roll Ups. A Roll-up is defined as the process of a team transitioning from the current Mentor to a new Mentor. Roll-ups occur when you, as a Business Owner with a team:  Terminate the Business Owner Agreement as a result of Voluntary Cancellation, Deactivation or Home Office Termination;  Lose your team due to the Compression Policy (Xxxxxx & Dot) or Inactivity Policy (KEEP Collective);  It is determined by us, in our sole discretion, that a Roll-up is appropriate due to chronic failure of a Mentor to provide training and support to Downline team members. At the time of a team’s Roll-up, every Business Owner on the first line will immediately roll-up to the Next Qualified Leader (NQL). NQL is defined as the next Upline Leader within the Family Tree who:  Has Qualified based on the brand’s PQV requirement in one (1) of the previous three (3) months; and  Has the willingness and capacity to actively coach the rolling-up team as per the ‘Minimum Leadership Support’ requirements. Roll-ups will remain at the discretion of the Home Office in the event of any documented cases of leadership complains and/or compliance issues against the Upline Business Owner. During a Roll-up, in the rare event the NQL inherits two (2) or more Star Legs (or above), only the Star and above Leg with the highest Career Rank will count as a titled leg for the Upline. The remaining Star and above legs will count as adopted per the Sponsoring/Mentoring Relationships policy. In the event the highest Star or above legs hold equal Career Ranks, TQV will be used to determine who the titled leg Business Owner will be. If you advance in Career Rank because of a Roll-up or when an Adopted Leg is released to you after twelve (12) months, please ensure you are familiar with the additional requirements of your new Career Rank and provide appropriate mentoring and coaching for your Downline team(s) per the Mentor Guidelines and Obligations policy and the Minimum Leadership Support policy. If there is not a NQL on your Family Tree, the Field Relations team will manually assign the team to an NQL on another Family Tree. In these rare circumstances, first line Business Owners of the rolling team will be reassigned to the closest leader with a Career Rank at least one (1) level higher than that of the rolling Business Owner, potentially outside the Family Tree and based on geographic location. Star Directors and above may be reassigned to Home Office and form a new direct-to- corporate line. In the instanc...
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Related to Roll Ups

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