Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units. (b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. (c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders. (d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 4 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement (Cactus, Inc.), Tax Receivable Agreement (Cactus, Inc.)
Successors; Assignment. (a) No Following a written consent of the Parent Corporation (such consent not to be unreasonably withheld, conditioned or delayed) a TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units Parent Corporation as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to become a “TRA Non-Blocker Holder” or “Blocker Holder” (in accordance with the status of the transferee as a Non-Blocker Holder or Blocker Holder) for all purposes of this Agreement, and
except as otherwise provided in such joinder. Notwithstanding the foregoing, the parties to this Agreement acknowledge that immediately following the Blocker Merger, it is contemplated that TPG Blocker Owner will contribute its rights under this Agreement to TPG Blocker Partnership and that TPG GP will contribute its rights under this Agreement to TPG Blocker Partnership (through Blocked AIV and Blocker Owner), and that, in connection with that/such contributions, (i) Parent Corporation consent shall not be required and TPG Blocker Partnership shall not be required to execute and deliver a joinder to this Agreement, (ii) TPG GP shall cease to be a Non-Blocker Holder as of the right time of the contribution and TPG Blocker Partnership shall be a Non-Blocker Holder as the successor of TPG GP, and (iii) TPG Blocker Owner shall cease to receive any be a Blocker Holder as of the time of the contribution and TPG Blocker Partnership shall be a Blocker Holder as the successor of TPG Blocker Owner. Any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in the third sentence of Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Parent Corporation shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerParent Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Parent Corporation would be required to perform if no such succession had taken place.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Nexeo Solutions, Inc.), Tax Receivable Agreement (Nexeo Solutions Holdings, LLC), Tax Receivable Agreement (WL Ross Holding Corp.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this This Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successorssuccessors and assigns. Except as expressly permitted hereunder, assignsnone of the Borrower, heirsthe Equityholder or the Collateral Manager may assign their rights or obligations hereunder. Each of the Administrative Agent and the Lenders may at any time (i) assign all or any part of its rights and obligations hereunder (including, executorsin the case of a Lender, administrators all or a portion of its Individual Lender Maximum Funding Amount and legal representativesthe Loans at the time owing to it) to any other Person with the consent of the Borrower (such consent not to be unreasonably withheld); provided that no such consent shall be required if (A) an Event of Default has occurred and is continuing, (B) the assignment is to an Affiliate of the Administrative Agent or to a different domestic or foreign branch of a Lender or (C) if such assignment is required by Applicable Law (in which case the assigning Lender shall deliver notice to the Borrower of the relevant Applicable Law requiring such assignment and the basis therefor), and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to any party; provided that (v) such granting Lender’s obligations under this Agreement shall remain unchanged and such Lender shall remain the holder of any related promissory note for all purposes under this Agreement, (w) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (x) the Borrower, the Collateral Manager and the Equityholder shall continue to deal solely and directly with such Lender in connection with the Lender’s rights and obligations under this Agreement, (y) such granting Lender may agree with such participant that such Lender shall not, without the consent of such participant, agree to any Material Amendment that affects such participant and (z) any participant must be bound by Section 13(n). As used herein, “Material Amendment” means any amendment, modification or supplement to this Agreement that (1) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (2) postpones the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any other amounts payable hereunder or reduces the amount of, waives or excuses any such payment, or postpones the scheduled Conversion Date or (3) changes any of the provisions of this Section 13(c). The Corporate Taxpayer Borrower, the Collateral Manager and the Equityholder each agree to execute any documents reasonably requested by the Administrative Agent or the Lenders in connection with any such assignment; provided that no such documents may contain terms that adversely affect the rights or interests of the Borrower, the Collateral Manager or the Equityholder. With respect to an assignment by a Lender, such Lender and its assignee shall cause execute an Assignment and Assumption. All information provided by or on behalf of any direct party to a Lender or indirect successor (whether its Affiliates may be furnished by purchase, merger, consolidation such Lender to its Affiliates and to any actual or otherwise) to proposed assignee or participant. Any Lender may at any time pledge or assign a security interest in all or substantially all any portion of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform its rights under this Agreement in to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank. The Borrower agrees that each participant shall be entitled to the same manner benefits of Section 13(p) and Section 2(j) (subject to the requirements and limitations therein (it being understood that the documentation required under Section 2(j) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 13(c)(i); provided that such participant (I) shall not be entitled to receive any greater payment under Section 13(p) or 2(j), with respect to any participation, than its participating Lender would have been entitled to receive, except to the Corporate Taxpayer would extent that such entitlement to receive a greater payment results from a Change in Law that occurs after the date of such participation and (II) agrees to be required subject to perform the provisions of Section 13(x) as if no such succession had taken placeit were an assignee under this Section 13(c). Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 13(x)(ii) with respect to any participant.
Appears in 3 contracts
Samples: Credit Agreement (Steele Creek Capital Corp), Credit Agreement (Steele Creek Capital Corp), Credit Agreement (Steele Creek Capital Corp)
Successors; Assignment. (a) No The TRA Holder may not assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerGazelle Member, which consent may be withheld in the sole discretion of the Gazelle Member; provided, however, that
(i) to that the extent Units are transferred in accordance with TRA Holder may, without the terms prior written consent of the Cactus LLC AgreementGazelle Member, transfer the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement to an Affiliate of the TRA Holder in connection with respect a transfer of Units to such transferred Units Affiliate, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, Agreement agreeing to become a the “TRA Holder” for all purposes of this Agreement, and
(ii) ; and further provided that the right to receive any transferee Affiliate and all payments payable or its equity holders agree that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect equity interests in such transferee Affiliate are subject to the Units transferred same transfer restrictions as contained in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Article X of the Company LLC Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)mutatis mutandis. For the avoidance of doubt, if a the TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such the TRA Holder under this Agreement with respect to such transferred Units, such the TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, Exchange of such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Graphic Packaging International, LLC), Transaction Agreement (Graphic Packaging Holding Co), Transaction Agreement (International Paper Co /New/)
Successors; Assignment. (a) No Each party agrees that each TRA Holder may assign assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any right or obligation under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) only to the extent Units are transferred permitted by this Section 7.6. Any purported assignment, transfer, or delegation in accordance with violation of this Section 7.6 shall be null and void. This Agreement shall be binding upon and shall inure to the terms benefit of the Cactus LLC parties and their respective successors and permitted assigns. Except for those enumerated above, this Agreement does not create, and shall not be construed as creating, any rights or claims enforceable by any person or entity not a party to this Agreement, the transferring . A TRA Holder shall have the option to assign to the transferee all or a portion of such Units the transferring TRA Holder’s its rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Agreement in form and substance reasonably satisfactory to the Corporate Taxpayer, Corporation agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive and any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Exchangeable Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Agreement in form and substance reasonably satisfactory to the Corporate Taxpayer, Corporation agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)7.14. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder Holder’s rights under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, Exchange of such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described . The Corporation shall establish and maintain at its address referred to in Section 7.6(a)(ii7.1 a record of ownership (the “Register”) in which the Corporation agrees to register by book entry the interests (including any rights to receive payments hereunder) of the TRA Holders and any assignment, sale, transfer, delegation, or other disposition of any rights or obligations under this Agreement. This Section 7.6 shall have any be construed so that rights under this Agreement except for are at all times maintained in “registered form” under Treasury Regulations Section 5f.103-1(c) and within the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent meaning of Sections 163(f), 871(h)(2), 881(c)(2), and 4701 of the Corporate Taxpayer and the Majority TRA HoldersCode.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
that (i) to the extent Common Units are transferred in accordance with the terms of the Cactus SES LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Common Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Common Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
and (ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Common Units transferred in such RedemptionExchange and, in the case of a transfer to an Affiliate of a TRA Holder, any other rights that may arise under this Agreement, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)7.13. For the avoidance of doubt, if a TRA Holder transfers Common Units but does not assign to the transferee of such Common Units the rights of such TRA Holder under this Agreement with respect to such transferred Common Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Common Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and TRA Holders who would be entitled to receive more than fifty percent (50%) of the Majority aggregate amount of the Early Termination Payments payable to all TRA HoldersHolders hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Select Energy Services, Inc.), Tax Receivable Agreement (Select Energy Services, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this This Agreement shall be binding upon, shall upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and administrators, legal representatives, successors and assigns of the parties; provided however, that (i) Borrower may not assign or transfer its interests or rights hereunder without Bank’s prior written consent, and (ii) unless (a) an Event of Default has occurred and is continuing or (b) such assignment is to an Affiliate of Bank, Bank may not assign or transfer its interests or rights hereunder without Xxxxxxxx’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Corporate Taxpayer shall cause any direct Subject to the foregoing sentence solely with respect to assignments, Bank reserves the right to sell, assign, transfer, negotiate or indirect successor (whether by purchase, merger, consolidation or otherwise) to grant participations in all or substantially all any part of, or any interest in, Bank’s rights and benefits under each of the business Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or assets may hereafter acquire relating to any credit subject hereto, Borrower or its business, any other member of the Corporate TaxpayerConsolidated Group or its business, by written agreementany guarantor hereunder or the business of such guarantor, expressly if any, or any collateral required hereunder. Notwithstanding anything herein to assume and agree to perform the contrary, Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement in the same manner and to the same extent secure obligations of Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that the Corporate Taxpayer would be required to perform if no such succession had taken placepledge or assignment shall release Bank from any of its obligations hereunder or substitute any such pledgee or assignee for Bank as a party hereto.
Appears in 2 contracts
Samples: Credit Agreement (Arcturus Therapeutics Holdings Inc.), Credit Agreement (Arcturus Therapeutics Holdings Inc.)
Successors; Assignment. (a) No TRA Holder KRH may not assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that,
(i) that, to the extent Units Interests are effectively transferred in accordance with the terms of the Cactus LLC AgreementAgreement and any other agreements KRH may have entered into with respect thereto, the transferring TRA Holder shall have the option to KRH may assign to the transferee of such Units the transferring TRA HolderInterests KRH’s rights under this Agreement with respect to such transferred Units Interests, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA Holder” for undertake all purposes the rights, interests, entitlements and obligations of KRH under this Agreement, andexcept as otherwise provided in such joinder,
(ii) the right to receive that, once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder KRH pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation,
(iii) that KRH may pledge some or all of its rights, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder interests or entitlements under this Agreement to any U.S. money center bank in connection with respect a bona fide loan or other indebtedness and
(iv) that (A) KRH or its permitted assignee may assign, transfer, pledge or otherwise dispose of its rights and interests hereunder to any Person and (B) the Corporation hereby agrees, at KRH’s (or, in the case of an assignment, transfer, pledge or other disposition by a permitted assignee, at such transferred Unitspermitted assignee’s) expense, to execute and deliver such TRA Holder shall continue documents as may be reasonably necessary to be entitled to receive accomplish any such assignment, transfer, pledge or other disposition of rights and interests hereunder so long as the Tax Benefit PaymentsCorporation’s rights under this Agreement are not thereby materially altered, if anyamended, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Unitsdiminished or otherwise impaired.
(b) Notwithstanding the foregoing provisions The Corporation may not assign any of this Section 7.6its rights, no assignee described in Section 7.6(a)(ii) shall have any rights interests or entitlements under this Agreement except for without the right consent of KRH, not to enforce its right to receive payments under this Agreementbe unreasonably withheld or delayed, and any assignment without such consent shall be null and void.
(c) The Person designated as Notwithstanding the Agent may foregoing, to the extent KRH transfers an interest to a member of KRH, such member shall have all rights under this Agreement and the requirement to execute and deliver a joinder pursuant to this Section 7.8 shall not be changed without construed as requiring such execution and delivery prior to an assignment becoming effective. At the prior written consent time of such assignment and at the Corporate Taxpayer time of any Tax Benefit Payment, KRH and the Majority TRA Holdersmember shall determine the percentage of each Tax Benefit Payment to be made by the Corporation to such member.
(d) Except as otherwise specifically provided hereinSubject to subsections (a) and (b), all of the terms and provisions of this Agreement shall will be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators successors and legal representatives. The Corporate Taxpayer shall cause assigns including any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to acquirer of all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken placeCorporation.
Appears in 2 contracts
Samples: Tax Receivable Agreement (RHI Entertainment, Inc.), Tax Receivable Agreement (RHI Entertainment, Inc.)
Successors; Assignment. (a) No TRA Holder CGX, but not Executive, may assign this Agreement to or delegate any person without the prior written consent of the Corporate Taxpayerits rights or obligations hereunder; provided, however, that
(i) that without the consent of Executive, CGX shall not be relieved of any of its obligations hereunder as a result of any assignment to the extent Units are transferred a third party; provided, further, that an assignment made in accordance with the terms this section shall not constitute a termination of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” employment for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) CGX shall have require any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Corporate TaxpayerCGX, by written agreement, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer CGX would be required to perform if no such succession had taken place.
(c) This Agreement shall be binding upon and inure to the benefit of any successor or assignee thereof and any such successor or assignee shall be deemed substituted for CGX under the terms of this Agreement and all references to “CGX” shall be deemed to mean such successor or assignee. As used in this Agreement, the term “assignee” shall include any Affiliate or person, firm, partnership, corporation or CGX which at any time, whether by merger, purchase or otherwise, acquires all of the capital stock or substantially all of the assets or business of CGX, and any assignee or successor thereof.
(d) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees.
(e) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Subsection 21(a) hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Subsection 21(e), CGX shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.
(f) CGX and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, CGX and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Consolidated Graphics Inc /Tx/), Employment Agreement (Consolidated Graphics Inc /Tx/)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this This Agreement shall be binding upon, shall upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interest hereunder without Bank's prior written consent. Bank may sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents and in connection therewith, the Bank may receive servicing, brokerage or other fees. In connection with such sale, assignment, transfer, negotiation or grant of participations, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder, but only to the extent necessary for bank purposes. Provided however, so long as no Event of Default has occurred, any such sale, assignment, transfer, or grant of participations to entities which are not Bank entities affiliated with the Bank shall be subject to Borrower's prior written approval, which shall not be unreasonably withheld or delayed. The Corporate Taxpayer Bank and its successors and assigns shall cause have no obligation to disclose to Borrower the receipt, or contemplated receipt, of any direct such fees, nor shall the Borrower have any claim or indirect successor (whether by purchase, merger, consolidation right to the same. In the event the Bank sells or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement transfers its entire interest in the same manner Loan and to the same extent Loan Documents, the Bank or such purchaser or assignee will notify Borrower of such event within 30 days. Borrower further agrees that the Corporate Taxpayer would be required to perform if no purchaser of any such succession had taken placeparticipation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Bank.
Appears in 2 contracts
Samples: Loan Agreement (Amrep Corp), Loan Agreement (Amrep Corp.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Common Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Common Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Common Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Exchangeable Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 7.14 and acknowledging specifically the terms of Section 7.6(b). For these purposes, a pledge by a TRA Holder of some or all of its rights, interests or entitlements under this Agreement to any U.S. bank in connection with a bona fide loan or other indebtedness shall not constitute an assignment of this agreement; provided that (y) if Common Units are transferred to such U.S. bank as a result of a foreclosure or other action relating to such pledge, such transfer shall be a transfer within the meaning of Section 7.6(a)(i) or (z) if such U.S. bank becomes entitled to payments payable or that may become payable to a TRA Holder as a result of such pledge, such U.S. bank will be treated as a Person to whom such payments were assigned within the meaning of Section 7.6(a)(ii). For the avoidance of doubt, if a TRA Holder transfers Common Units but does not assign to the transferee of such Common Units the rights of such TRA Holder under this Agreement with respect to such transferred Common Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Common Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and TRA Holders who would be entitled to receive more than fifty percent (50%) of the Majority aggregate amount of the Early Termination Payments payable to all TRA HoldersHolders hereunder if the Corporate Taxpayer had exercised its right of Early Termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange).
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (AdaptHealth Corp.), Merger Agreement (DFB Healthcare Acquisitions Corp.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Solaris LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.6(a), Yorktown X may assign this Agreement to the Persons that are partners in Yorktown X as of the date of this Agreement, and each such Person may assign this Agreement to any of such Person’s Affiliates, without the prior written consent of the Corporate Taxpayer, provided that in either case (i) each such transferee executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (ii) each transferor provides the Corporate Taxpayer prior to any such transfer a written opinion of counsel, which counsel shall be satisfactory to the Corporate Taxpayer, that the transfer of this Agreement complies with all applicable securities laws.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent other than the Yorktown Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersHolders (for this purpose, calculated by excluding Yorktown X, any Affiliates of Yorktown X, and each of their assignees).
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement (Solaris Oilfield Infrastructure, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to To the extent Units are transferred in accordance with the terms of the Cactus OpCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(bii) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its The right to receive any and all payments under payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.
(cb) The Person designated as the Agent for the TRA Holders may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Verde Clean Fuels, Inc.), Business Combination Agreement (CENAQ Energy Corp.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Solaris LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as (A) such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerJoinder, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as (A) any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerJoinder, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b), and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent TRA Party Representative may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Aris Water Solutions, Inc.), Tax Receivable Agreement (Aris Water Solutions, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) that the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement thatand, once in the case of a Redemption has occurredtransfer to an Affiliate of a TRA Holder, any other rights that may arise with respect to the Units transferred in such Redemptionunder this Agreement, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units7.13.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and TRA Holders who would be entitled to receive more than fifty percent (50%) of the Majority aggregate amount of the Early Termination Payments payable to all TRA HoldersHolders hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Select Energy Services, Inc.), Tax Receivable Agreement (Select Energy Services, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerTaxpayer Group, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that
that (i) to the extent Units are transferred in accordance with the terms of the Cactus OpCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to without the prior written consent of the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
Taxpayer Group; (ii) LS Power and any of its Affiliates shall have the right to assign its rights under this Agreement without the prior written consent of the Corporate Taxpayer Group, and (iii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any without the prior written consent of the Corporate Taxpayer Group, provided further, that, in the case of both clause (i) and clause (ii), such Person transferee has executed and delivered, or, in connection with such assignmenttransfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer Group, agreeing to become a “TRA Holder” for all purposes of this Agreement, and, in the case of clause (iii), any such Person has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer Group, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units7.6(c) and Section 7.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (EVgo Inc), Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Focus LLC AgreementAgreement (except pursuant to the Exchange Right or the Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as Units, and such transferee has executed shall execute and delivered, or, in connection with such transfer, executes and delivers, deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons without the prior written consent of the Corporate Taxpayer as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)7.13. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign the parties acknowledge that an assignment of rights pursuant to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for is not expected to affect the right to enforce its right to receive U.S. federal income (or applicable state and local) Tax characterization by the Corporate Taxpayer of payments made under this Agreement.
(cb) The Person designated as the Agent for the TRA Holders may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.), Tax Receivable Agreement (Focus Financial Partners Inc.)
Successors; Assignment. (a) No TRA Holder may The parties shall not assign this Agreement to any person without the prior express written consent of the Corporate Taxpayer; providedother party, howeverexcept that Company may assign or transfer this Agreement (whether by operation of law or otherwise) without such prior consent in connection with a sale, that
merger, acquisition, or other change in control transaction (including by way of stock sale, merger, reorganization or otherwise), or sale of all or substantially all of Company’s assets (the “Change In Control Transaction”), provided that (i) to the extent Units are transferred in accordance with Change In Control Transaction includes the terms assumption of the Cactus LLC Agreementliabilities under this Agreement and the Continuing Guaranty by the assignee, (ii) the assignee has the financial ability to perform this Agreement and accept all obligations and liabilities hereunder, and (iii) the assignee is not a Competitor (as defined below). In connection with any such permitted assignment or transfer, the transferring TRA Holder assignee shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights be obligated under this Agreement with respect to such transferred Units as long as such transferee has executed all obligations hereto and deliveredagrees to compensate ICS for any additional reasonable and documented services or management fees required to transition the business from Company. In addition, or, Company will use commercially reasonable efforts to ensure that any prospective assignee execute the standard form Continuing Guaranty and Indemnification Agreement in connection with such transfer, executes favor of AmerisourceBergen Corporation and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes its subsidiaries no later than thirty (30) days following an assignment of this Agreement, and
provided that if the assignee does not execute the standard form Continuing Guaranty and Indemnification Agreement in favor of AmerisourceBergen Corporation within the thirty (ii30) day period, Company shall continue to remain liable under the Continuing Guaranty executed by it and attached hereto as Exhibit A until such time as the assignee executes AmerisourceBergen Corporation’s standard form Continuing Guaranty and Indemnification Agreement. If the assignee fails to execute such agreement within the thirty (30) day period, then ICS shall have the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to terminate this Agreement that, once a Redemption has occurred, arise with respect upon ten (10) days’ notice notwithstanding any provision in this Agreement to the Units transferred in such Redemption, may be assigned contrary and the assignee shall promptly pay ICS all amounts due under the contract up to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to including the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms effective date of Section 7.6(b)termination. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions purposes of this Section 7.6paragraph, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreementa Competitor includes [***].
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Commercial Outsourcing Services Agreement (Amag Pharmaceuticals Inc.), Commercial Outsourcing Services Agreement (Amag Pharmaceuticals Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus OneWater LLC AgreementAgreement (except pursuant to the Redemption Right or Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee or such Affiliate, as applicable, has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement provided, further, that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For for the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units; and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent other than the Xxxxxxx/Xxxxxxx Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersHolders (for this purpose, calculated by excluding Xxxxxxx and Xxxxxxx, their Affiliates and each of their assignees).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (OneWater Marine Inc.), Tax Receivable Agreement (OneWater Marine Inc.)
Successors; Assignment. (a) No TRA Holder Principal may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation and each Principal; provided, however, that
(i) to the extent Units Interests are effectively transferred in accordance with the terms of the Cactus LLC AgreementAgreement and any other agreements the Principals may have entered into with respect thereto, the transferring TRA Holder shall have the option to Principal may assign to the transferee of such Units Interests the transferring TRA HolderPrincipal’s rights under this Agreement with respect to such transferred Units Interests, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation and each Principal, agreeing to become a “TRA HolderPrincipal” for all purposes of this Agreement, andexcept as otherwise provided in such joinder,
(ii) to the right extent that a Principal assigns its rights under this Agreement pursuant to receive clause (i) with respect to a transfer to Interests, such Principal shall also assign a proportionate percentage of its rights under this Agreement with respect to Exchanges by Other Members, and Appendix A shall be amended accordingly;
(iii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Principal pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation and each Principal, agreeing to be bound by Section 7.13 and acknowledging specifically the terms and
(iv) a Principal may pledge some or all of Section 7.6(b). For the avoidance of doubtits rights, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder interests or entitlements under this Agreement to any U.S. money center bank in connection with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Unitsbona fide loan or other indebtedness.
(b) Notwithstanding Similar provisions to subsection (a) above shall apply to the foregoing Corporation and the JGW Holdings Shareholder, in the event that the JGW Holdings Merger has been effected. Further, similar provisions of this Section 7.6to subsection (a) above shall apply to the Corporation and the PGHI Shareholders, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreementevent that the PGHI Merger has been effected.
(c) The Person designated as the Agent Corporation may not be changed assign any of its rights, interests or entitlements under this Agreement without the prior written consent of the Corporate Taxpayer and the Majority TRA Holderseach Principal, not to be unreasonably withheld or delayed.
(d) Except as otherwise specifically provided hereinSubject to subsections (a) , all of the terms (b) and provisions of (c), this Agreement shall will be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators successors and legal representatives. The Corporate Taxpayer shall cause assigns including any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to acquirer of all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken placeCorporation.
Appears in 2 contracts
Samples: Tax Receivable Agreement (JGWPT Holdings Inc.), Tax Receivable Agreement (JGWPT Holdings Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Focus LLC AgreementAgreement (except pursuant to the Exchange Right or the Call Right), the transferring TRA Holder shall have assign (or, in the option to assign case of a transfer by a KKR Holder, Trident Holder or Centerbridge Holder, may assign) to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as Units, and such transferee has executed shall execute and delivered, or, in connection with such transfer, executes and delivers, deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and;
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement following a Blocker Merger or that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, as applicable, may be assigned to any Person or Persons without the prior written consent of the Corporate Taxpayer as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 7.13;
(iii) the KKR Holders, the Trident Holders and acknowledging specifically the terms Centerbridge Holders may assign their rights under this Agreement with respect to all or a portion of their Units to their respective Affiliates, provided that any Affiliate transferee executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement; and
(iv) the KKR Holders, the Trident Holders and the Centerbridge Holders may assign their rights under this Agreement with respect to all or a portion of their Units, without a corresponding transfer of Units, to a Permitted Transferee; provided that such Permitted Transferee executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement; and provided, further, that (x) the KKR Holders, in the aggregate, may only transfer to two (2) Permitted Transferees (for the avoidance of doubt, other than Affiliates of the KKR Holders, which are addressed in Section 7.6(b7.6(a)(iii)) pursuant to this Section 7.6(a)(iv) during the term of this Agreement, (y) the Trident Holders, in the aggregate, may only transfer to two (2) Permitted Transferees (for the avoidance of doubt, other than Affiliates of the Trident Holders, which are addressed in Section 7.6(a)(iii)) pursuant to this Section 7.6(a)(iv) during the term of this Agreement, and (z) the Centerbridge Holders, in the aggregate, may only transfer to two (2) Permitted Transferees (for the avoidance of doubt, other than Affiliates of the Centerbridge Holders, which are addressed in Section 7.6(a)(iii)) pursuant to this Section 7.6(a)(iv) during the term of this Agreement. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign the parties acknowledge that an assignment of rights pursuant to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for is not expected to affect the right to enforce its right to receive U.S. federal income (or applicable state and local) Tax characterization by the Corporate Taxpayer of payments made under this Agreement.
(cb) The Person Agent described in clause (d) of the definition of “Agent” may be initially designated as the Agent may not be or changed without solely with the prior written consent of the Corporate Taxpayer and the Majority TRA Holders (for this purpose, calculated by excluding any KKR Holders, Trident Holders and Centerbridge Holders).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.), Tax Receivable Agreement (Focus Financial Partners Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; Taxpayer; provided, however, that:
(i) to the extent Class EX Units are transferred in accordance with the terms of the Cactus Sunlight Financial LLC AgreementAgreement (except pursuant to the Redemption Right or Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Class EX Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Class EX Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee or such Affiliate, as applicable, has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and provided, further, that, for the avoidance of doubt, if a TRA Holder transfers Class EX Units but does not assign to the transferee of such Class EX Units the rights of such TRA Holder under this Agreement with respect to such transferred Class EX Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Class EX Units; and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, (including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such UnitsSection 3.4 and Section 7.13).
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority Supermajority TRA Holders.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Sunlight Financial Holdings Inc.), Business Combination Agreement (Spartan Acquisition Corp. II)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Ranger LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and TRA Holders who would be entitled to receive more than fifty percent (50%) of the Majority aggregate amount of the Early Termination Payments payable to all TRA HoldersHolders hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange).
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Ranger Energy Services, Inc.), Tax Receivable Agreement (Ranger Energy Services, Inc.)
Successors; Assignment. (a) No TRA Holder Member may assign any of its rights, interests or entitlements under this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation and each Founding Member; provided, howeverhowever , that
(i) to the extent Units are effectively transferred in accordance with the terms of the Cactus LLC AgreementAgreement and any other agreements the Members may have entered into with respect thereto, the transferring TRA Holder shall have the option to Member may assign to the transferee of such Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation and each Founding Member, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, andexcept as otherwise provided in such joinder,
(ii) the right to receive once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation and each Founding Member, agreeing to be bound by Section 7.13 and acknowledging specifically the terms and
(iii) a Member may pledge some or all of Section 7.6(b). For the avoidance of doubtits rights, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder interests or entitlements under this Agreement to any U.S. money center bank in connection with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Unitsbona fide loan or other indebtedness.
(b) Notwithstanding the foregoing provisions The Corporation may not assign any of this Section 7.6its rights, no assignee described in Section 7.6(a)(ii) shall have any rights interests or entitlements under this Agreement except for without the right consent of each Founding Member, not to enforce its right to receive payments under this Agreementbe unreasonably withheld or delayed.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer Subject to subsections (a) and the Majority TRA Holders.
(d) Except as otherwise specifically provided hereinb), all of the terms and provisions of this Agreement shall will be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators successors and legal representativesassigns including any acquirer of all or substantially all of the business or assets of the Corporation. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken placeplace (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, if a Change of Control has occurred and an Early Termination Payment is required to be made then the Corporation’s payment obligations shall be determined taking into account the provisions of Article IV).
Appears in 1 contract
Samples: Tax Receivable Agreement (Enovation Controls, Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Solaris LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as (A) such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons as long as (A) any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b), and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.6(a), Yorktown X may assign its rights under this Agreement (other than its rights as Yorktown Agent, which assignment shall be governed by the definition of Yorktown Agent) to the Persons that are partners in Yorktown X, and each such Person may further assign such rights under this Agreement to any of such Person’s Affiliates, without the prior written consent of the Corporate Taxpayer, provided that (x) in either case (A) if such transferee is neither a partner in Yorktown X as of the date of this Agreement nor an Affiliate of a partner in Yorktown X as of the date of this Agreement, each such assignment is made in connection with the transfer to such transferee of Class A Shares, and (B) such transferee executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (y) (A) in the case of an assignment by Yorktown X, Yorktown X represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws or (B) in the case of an assignment following an assignment by Yorktown X, the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent other than the Yorktown Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersHolders (for this purpose, calculated by excluding Yorktown X, any Affiliates of Yorktown X, and each of their assignees).
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Tax Receivable Agreement (Solaris Oilfield Infrastructure, Inc.)
Successors; Assignment. (ai) No TRA Holder This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly permitted hereunder, none of the Borrower Parties, the Preferred Investor or the Collateral Manager may assign this Agreement their rights or obligations hereunder. The Collateral Manager may at any time assign all or parts of its rights or obligations hereunder to an Affiliate so long as (i) such Affiliate employs the then current employees of the Collateral Manager engaged in the management of the Assets such that such employees remain responsible for the management of the Assets and (ii) no Change of Control would occur. Each of the Administrative Agent and the Lenders may at any time (i) assign all or any part of its rights and obligations hereunder (including, in the case of a Lender, all or a portion of its Individual Lender Maximum Funding Amount and the Loans at the time owing to it) to any person without other Person with the prior written consent of the Corporate TaxpayerBorrower and the Preferred Investor, such consent not to be unreasonably withheld, provided that no such consent shall be required if (A) the assignment is to an Affiliate of the Administrative Agent, to a different domestic or foreign branch of a Lender or if the Maturity Date has occurred or (B) the Lenders reasonably believe that the assignment shall mitigate any costs or losses incurred due to a Change in Law, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to any party; provided, however, that
that (i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights granting Lender's obligations under this Agreement with respect to shall remain unchanged, (ii) such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory Lender shall remain solely responsible to the Corporate Taxpayerother parties hereto for the performance of such obligations, agreeing to become a “TRA Holder” (iii) such Lender shall remain the holder of any related promissory note for all purposes of this Agreement, and(iv) the Borrower Parties and the Collateral Manager shall continue to deal solely and directly with such Lender in connection with the Lender's rights and obligations under this Agreement, and (v) no participant shall have any right to approve any amendment, supplement, restatement, other modification or waiver of any provision of this Agreement or any other Transaction Document, or any consent to any departure by any Borrower Party or the Collateral Manager therefrom. Each Borrower Party and the Preferred Investor agree to execute any documents reasonably requested by the Administrative Agent or the Lenders in connection with any such assignment effected in accordance with the terms of this Agreement; provided that no such documents may contain terms that adversely affect the rights or interests of the Borrower Parties, Collateral Manager or the Preferred Investor. With respect to an assignment by a Lender, such Lender and its assignee shall execute an Assignment and Assumption. All information provided by or on behalf of any party to a Lender or its Affiliates may be furnished by such Lender to its Affiliates and to any actual or proposed assignee or participant. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank.
(ii) The Administrative Agent, acting solely for this purpose as an agent of the right Borrower Parties, shall maintain a register for the recordation of the names and addresses of the Lenders (including, for the avoidance of doubt, any assignee of an interest in a promissory note evidencing the Loans), and the Individual Lender Maximum Funding Amounts of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to receive the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Parties, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(iii) Each Lender that sells a participating interest in all payments payable or part of its rights and obligations hereunder (including, for the avoidance of doubt, any participating interest in any rights under any promissory note evidencing the Loans) shall, acting solely for this purpose as an agent of the Borrower Parties, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that may become payable no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a TRA Holder pursuant to this Agreement thatparticipant's interest in any Individual Lender Maximum Funding Amounts, once a Redemption has occurredLoans, arise with respect to the Units transferred in such Redemption, may be assigned or other obligations under any Transaction Document) to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory except to the Corporate Taxpayerextent that such disclosure is necessary to establish that such Individual Lender Maximum Funding Amount, agreeing Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)contrary. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising Administrative Agent (in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(iiits capacity as Administrative Agent) shall have any rights under this Agreement except no responsibility for the right to enforce its right to receive payments under this Agreementmaintaining a Participant Register.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Credit Agreement (JMP Group LLC)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to To the extent Units are transferred in accordance with the terms of the Cactus ProFrac LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption Exchange of, such Units.
(bii) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its The right to receive any and all payments under payable or that may become payable to a TRA Holder pursuant to this Agreement that, once an Exchange has occurred, arise with respect to the Units transferred in such Exchange, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.
(cb) The Person designated as the Agent for the TRA Holders other than Xxxxxx X. Xxxxx and Xxxxxx and Jo Xxx Xxxxx 2022 Family Trust may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersHolders (for this purpose, calculated by excluding Xxxxxx X. Xxxxx, Xxxxxx and Jo Xxx Xxxxx 2022 Family Trust, and any Affiliates and assignees thereof).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors; Assignment. (a) No TRA Holder This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that neither Borrower nor any Subsidiary Guarantor may assign this Agreement to any person or transfer its interests or rights hereunder without the Lender’s prior written consent and any such prohibited assignment shall be absolutely void. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Corporate Taxpayer; providedLoan Documents to any Person (other than, howeverso long as no Event of Default has occurred and is continuing, thata Person that is a Director Competitor at the time of such assignment). In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, any Subsidiary Guarantor or its business, any guarantor hereunder or the business of such guarantor, or any collateral required hereunder.
(ib) Borrower shall maintain a register, in accordance with Section 5f.103-1(c) of the United States Treasury Regulations, at its principal office in Redwood Shores, California for the recordation of the names and addresses of Lender and its assignees, and the principal amounts (and stated interest) of the Loan owing to, each such Person pursuant to the terms hereof from time to time (the “Register”). Borrower shall promptly record on the Register each assignment of all or part of the Loan by Lender (or any assignee) pursuant to Section 8.04(a). Borrower and Lender hereby agree that the Loan and the other obligations evidenced by the Loan Documents are intended to be “registered obligations” within the meaning of IRC Sections 871(h) and 881(c), and this Section 8.04 and the other provisions of the Loan Documents shall be interpreted consistently therewith. The Register shall be available for inspection by Lender (and its assignees), at any reasonable time and from time to time upon reasonable prior notice. With respect to any participation sold by Lender or an assignee, Lender or such assignee shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no such Person shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Loan or other obligations under the Loan Documents) to any Person except to the extent Units are transferred that such disclosure is necessary to establish that the Loan or other obligation is in accordance with the terms registered form under Section 5f.103-1(c) of the Cactus LLC AgreementUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Lender or such assignee shall treat each Person whose name is recorded in the transferring TRA Holder shall have Participant Register as the option to assign to the transferee owner of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” participation for all purposes of this Agreement, and
Agreement notwithstanding any notice to the contrary. Borrower agrees that each participant shall be entitled to the benefits of Section 8.03 (iisubject to the requirements and limitations therein) to the right to receive any same extent as if it were Lender and all payments payable or that may become payable to a TRA Holder had acquired its interest by assignment pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in Section 8.04; provided that such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does participant shall not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder any greater payment under Section 8.03 with respect toto any participation than its participating Lender would have been entitled to receive, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, except to the extent such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right entitlement to receive payments under this Agreementa greater payment results from a change in law that occurs after the participant acquired the applicable participation.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Credit Agreement (Saba Software Inc)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
that (i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
and (ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and TRA Holders who would be entitled to receive more than fifty percent (50%) of the Majority aggregate amount of the Early Termination Payments payable to all TRA HoldersHolders hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Redemption prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Redemption).
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors; Assignment. (a) No TRA Holder KRH may not assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that,
(i) that, to the extent Units Interests are effectively transferred in accordance with the terms of the Cactus LLC AgreementAgreement and any other agreements KRH may have entered into with respect thereto, the transferring TRA Holder shall have the option to KRH may assign to the transferee of such Units the transferring TRA HolderInterests KRH’s rights under this Agreement with respect to such transferred Units Interests, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA Holder” for undertake all purposes the rights, interests, entitlements and obligations of KRH under this Agreement, andexcept as otherwise provided in such joinder,
(ii) the right to receive that, once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder KRH pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.13 and acknowledging specifically the terms and
(iii) that KRH may pledge some or all of Section 7.6(b). For the avoidance of doubtits rights, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder interests or entitlements under this Agreement to any U.S. money center bank in connection with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Unitsbona fide loan or other indebtedness.
(b) Notwithstanding the foregoing provisions The Corporation may not assign any of this Section 7.6its rights, no assignee described in Section 7.6(a)(ii) shall have any rights interests or entitlements under this Agreement except for without the right consent of KRH, not to enforce its right to receive payments under this Agreementbe unreasonably withheld or delayed, and any assignment without such consent shall be null and void.
(c) The Person designated as Notwithstanding the Agent may foregoing, to the extent KRH transfers an interest to a member of KRH, such member shall have all rights under this Agreement and the requirement to execute and deliver a joinder pursuant to this Section 7.8 shall not be changed without construed as requiring such execution and delivery prior to an assignment becoming effective. At the prior written consent time of such assignment and at the Corporate Taxpayer time of any Tax Benefit Payment, KRH and the Majority TRA Holdersmember shall determine the percentage of each Tax Benefit Payment to be made by the Corporation to such member.
(d) Except as otherwise specifically provided hereinSubject to subsections (a) and (b), all of the terms and provisions of this Agreement shall will be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators successors and legal representatives. The Corporate Taxpayer shall cause assigns including any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to acquirer of all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken placeCorporation.
Appears in 1 contract
Successors; Assignment. (a) No TRA Holder may assign this a. This Agreement shall be binding upon and inure to any person without the prior written consent benefit of the Corporate Taxpayerheirs, executors, administrators, legal representatives, successors and assigns of the parties; provided, however, that
that Borrower may not assign or transfer its interests or rights hereunder without Lender’s prior written consent. Each Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, such Lender’s rights and benefits under each of the Loan Documents; provided, that (ia) any assignee shall be reasonably acceptable to Agent and (b) no Lender may assign any of its interest under the Loan Documents to any Person set forth on Schedule 6.4(a) (each such Person, a “Prohibited Assignee”) or any Affiliate of a Prohibited Assignee; provided, however, that if the Assignment and Assumption includes a representation from the proposed assignee that such assignee is not an Affiliate of a Prohibited Assignee, the applicable Lender shall be entitled to rely on such representation for purposes of this Section 6.4(a). From time to time, the Borrower may supplement Schedule 6.4(a) subject to the extent Units are transferred in accordance with the terms prior consent of the Cactus LLC AgreementAgent which will not be unreasonably, withheld or delayed. In connection therewith, any Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, any guarantor hereunder or the transferring TRA Holder shall have the option to assign to the transferee business of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as guarantor, if any, or any collateral required hereunder so long as such potential transferee has executed agrees to maintain such information confidentially pursuant to terms substantially similar to the confidentiality provisions hereof. In connection with any assignment, the applicable Lender and deliveredits assignee shall deliver to Agent an Assignment and Assumption in form reasonably acceptable to Agent specifying the amount of the Term Loans and/or Commitment assigned. The Agent shall, oron behalf of the Borrower, maintain at its address referred to in Section 6.2 a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Term Loans owing to, each Lender from time to time. The entries in the Register shall be prima facie evidence of the terms stated therein, in connection with the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Term Loans and any Term Notes evidencing such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” Term Loans recorded therein for all purposes of this Agreement. Any assignment of the Term Loans, and
whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (ii) and each Note shall expressly so provide). Any assignment or transfer of all or part of a Term Loan evidenced by a Term Note shall be registered on the right Register only upon surrender for registration of assignment or transfer of the Term Note evidencing such Loan, accompanied by a duly executed Assignment and Assumption; thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to receive the designated Assignee, and the old Notes shall be returned by the Agent to the Borrower marked “canceled”. The Register shall be available for inspection by the Borrower or any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Agent and Lenders agree to maintain all non-public information relating to the Units transferred in Borrower, Limited Guarantor, Property Manager and their respective businesses confidential; provided, that all such Redemption, information may be assigned disclosed to Agent’s and Lender’s respective affiliates, officers, directors, agents and advisors who are involved in the transactions contemplated by the Loan Documents and as required by applicable law or regulation, including to any regulatory or self-regulatory agency or authority asserting jurisdiction over Agent or a Lender.
b. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory except to the Corporate Taxpayerextent that such disclosure is necessary to establish that such commitment, agreeing loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)contrary. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising Agent (in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(iiits capacity as Agent) shall have any rights under this Agreement except no responsibility for the right to enforce its right to receive payments under this Agreementmaintaining a Participant Register.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Credit and Security Agreement (Altisource Residential Corp)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this This Agreement shall be binding upon, shall upon and inure to the benefit of Executive, Employer and his and its respective personal representatives, successors and assigns, and any successor or assign of Employer shall be enforceable by deemed the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives“Employer” hereunder. The Corporate Taxpayer Employer shall cause require any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or and/or assets of the Corporate TaxpayerEmployer, whether directly or indirectly, by written agreementpurchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer as Employer would be required to perform if no such succession had taken place. At any time during the Term, Executive shall be entitled to assign all or a part of his rights and obligations hereunder to a Controlled Entity (as defined below) provided that (i) the Controlled Entity executes this Agreement upon such assignment and agrees to be bound by the provisions hereof, (ii) the Controlled Entity shall at all times after such assignment employ or otherwise retain the services of Executive, (iii) in addition to the Controlled Entity, Executive will remain personally bound by and subject to the restrictions and other provisions of Sections 4 and 6, (iv) the management services and other duties under Section 2 shall be rendered by the Controlled Entity only through Executive, and (v) the total cost to Employer shall be the same as if such services are rendered by Executive as an employee in of Employer (for example, if Employer would have incurred health insurance costs pursuant to Section 3(f) of $500 per month if Executive was an employee of Employer, then upon such assignment to a Controlled Entity, Employer shall pay the Controlled Entity such $500 per month). For purposes of this Section 7(a), a “Controlled Entity” is an entity wholly-owned by Executive and/or members of the Executive’s immediate family. Upon such an assignment to a Controlled Entity, the term Base Salary shall include any other payments made to the Controlled Entity by Employer on a monthly basis, and any severance payment due under this Agreement shall be calculated to reflect such revised Base Salary.
Appears in 1 contract
Samples: Employment Agreement (Modigene Inc.)
Successors; Assignment. (a) No TRA Holder This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that neither Borrower nor any Subsidiary Guarantor may assign this Agreement to any person or transfer its interests or rights hereunder without the Lender’s prior written consent and any such prohibited assignment shall be absolutely void. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Corporate TaxpayerLoan Documents to any Affiliate of Lender or any bona fide financial institution engaged in the business of extending credit; provided, however, that
that (i) so long as no Default or Event of Default has occurred and is continuing at the time of such assignment, such assignee shall be reasonably acceptable to Borrower and (ii) such assignee shall not be a Direct Competitor. In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, any Subsidiary Guarantor or its business, any guarantor hereunder or the business of such guarantor, or any collateral required hereunder.
(b) Borrower shall maintain a register, in accordance with Section 5f.103-1(c) of the United States Treasury Regulations, at its principal office in Redwood Shores, California for the recordation of the names and addresses of Lender and its assignees, and the principal amounts (and stated interest) of the Loan owing to, each such Person pursuant to the terms hereof from time to time (the “Register”). Borrower shall promptly record on the Register each assignment of all or part of the Loan by Lender (or any assignee) pursuant to Section 8.04(a). Borrower and Lender hereby agree that the Loan and the other obligations evidenced by the Loan Documents are intended to be “registered obligations” within the meaning of IRC Sections 871(h) and 881(c), and this Section 8.04 and the other provisions of the Loan Documents shall be interpreted consistently therewith. The Register shall be available for inspection by Lender (and its assignees), at any reasonable time and from time to time upon reasonable prior notice. With respect to any participation sold by Lender or an assignee, Lender or such assignee shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no such Person shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Loan or other obligations under the Loan Documents) to any Person except to the extent Units are transferred that such disclosure is necessary to establish that the Loan or other obligation is in accordance with the terms registered form under Section 5f.103-1(c) of the Cactus LLC AgreementUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Lender or such assignee shall treat each Person whose name is recorded in the transferring TRA Holder shall have Participant Register as the option to assign to the transferee owner of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. Borrower agrees that each participant shall be entitled to the benefits of Section 8.03 (subject to the requirements and limitations therein, and
including the requirements under Section 8.03(c)(ii) (iiit being understood that the documentation required under Section 8.03(c)(ii) shall be delivered to the right participating Lender)) to receive any the same extent as if it were Lender and all payments payable or that may become payable to a TRA Holder had acquired its interest by assignment pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in Section 8.04; provided that such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does participant shall not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder any greater payment under Section 8.03 with respect toto any participation than its participating Lender would have been entitled to receive, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, except to the extent such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right entitlement to receive payments under this Agreement.
(c) The Person designated as a greater payment results from a change in law that occurs after the Agent may not be changed without participant acquired the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.applicable participation
Appears in 1 contract
Samples: Credit Agreement (Saba Software Inc)
Successors; Assignment. (a) No Following a written consent of the Parent Corporation (such consent not to be unreasonably withheld, conditioned or delayed) a TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units Parent Corporation as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any except as otherwise provided in such joinder. Any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to be bound by Section 7.13 7,12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.67,6, no assignee described in the second sentence of Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Parent Corporation shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerParent Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Parent Corporation would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors; Assignment. (ai) No TRA Holder This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly permitted hereunder, none of the Borrower, the Preferred Investor or the Collateral Manager may assign this Agreement their rights or obligations hereunder. The Collateral Manager may at any time assign all or parts of its rights or obligations hereunder to an Affiliate so long as (i) such Affiliate employs the then current employees of the Collateral Manager engaged in the management of the Assets such that such employees remain responsible for the management of the Assets and (ii) no Change of Control would occur. Each of the Administrative Agent and the Lenders may at any time (i) assign all or any part of its rights and obligations hereunder (including, in the case of a Lender, all or a portion of its Individual Lender Maximum Funding Amount and the Loans at the time owing to it) to any person without other Person with the prior written consent of the Corporate TaxpayerBorrower and the Preferred Investor, such consent not to be unreasonably withheld, provided that no such consent shall be required if (A) the assignment is to an Affiliate of the Administrative Agent, to a different domestic or foreign branch of a Lender or if the Maturity Date has occurred or (B) the Lenders reasonably believe that the assignment shall mitigate any costs or losses incurred due to a Change in Law, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to any party; provided, however, that
that (i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights granting Lender's obligations under this Agreement with respect to shall remain unchanged, (ii) such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory Lender shall remain solely responsible to the Corporate Taxpayerother parties hereto for the performance of such obligations, agreeing to become a “TRA Holder” (iii) such Lender shall remain the holder of any related promissory note for all purposes of this Agreement, and(iv) the Borrower and the Collateral Manager shall continue to deal solely and directly with such Lender in connection with the Lender's rights and obligations under this Agreement, and (v) no participant shall have any right to approve any amendment, supplement, restatement, other modification or waiver of any provision of this Agreement or any other Transaction Document, or any consent to any departure by the Borrower or the Collateral Manager therefrom. The Borrower and the Preferred Investor each agree to execute any documents reasonably requested by the Administrative Agent or the Lenders in connection with any such assignment effected in accordance with the terms of this Agreement; provided that no such documents may contain terms that adversely affect the rights or interests of the Borrower, Collateral Manager or the Preferred Investor. With respect to an assignment by a Lender, such Lender and its assignee shall execute an Assignment and Assumption. All information provided by or on behalf of any party to a Lender or its Affiliates may be furnished by such Lender to its Affiliates and to any actual or proposed assignee or participant. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank.
(ii) The Administrative Agent, acting solely for this purpose as an agent of the right Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders (including, for the avoidance of doubt, any assignee of an interest in a promissory note evidencing the Loans), and the Individual Lender Maximum Funding Amounts of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to receive the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(iii) Each Lender that sells a participating interest in all payments payable or part of its rights and obligations hereunder (including, for the avoidance of doubt, any participating interest in any rights under any promissory note evidencing the Loans) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that may become payable no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a TRA Holder pursuant to this Agreement thatparticipant's interest in any Individual Lender Maximum Funding Amounts, once a Redemption has occurredLoans, arise with respect to the Units transferred in such Redemption, may be assigned or other obligations under any Transaction Document) to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory except to the Corporate Taxpayerextent that such disclosure is necessary to establish that such Individual Lender Maximum Funding Amount, agreeing Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)contrary. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising Administrative Agent (in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(iiits capacity as Administrative Agent) shall have any rights under this Agreement except no responsibility for the right to enforce its right to receive payments under this Agreementmaintaining a Participant Register.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Credit Agreement (JMP Group LLC)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Class EX Units are transferred in accordance with the terms of the Cactus Sunlight Financial LLC AgreementAgreement (except pursuant to the Redemption Right or Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Class EX Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Class EX Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee or such Affiliate, as applicable, has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and provided, further, that, for the avoidance of doubt, if a TRA Holder transfers Class EX Units but does not assign to the transferee of such Class EX Units the rights of such TRA Holder under this Agreement with respect to such transferred Class EX Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Class EX Units; and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, (including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such UnitsSection 3.4 and Section 7.13).
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority Supermajority TRA Holders.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Tax Receivable Agreement (Spartan Acquisition Corp. II)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to To the extent Units are transferred in accordance with the terms of the Cactus ProFrac LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(bii) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its The right to receive any and all payments under payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.
(cb) The Person designated as the Agent for the TRA Holders other than Xxxxxx X. Xxxxx may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersHolders (for this purpose, calculated by excluding Xxxxxx X. Xxxxx and any of his Affiliates and assignees).
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors; Assignment. (a) No TRA Holder may assign assign, sell, pledge or otherwise alienate or transfer and of its interest in this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to To the extent Units are transferred in accordance with the terms of the Cactus OpCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided that, such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(bii) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its The right to receive any and all payments under payable or that may become payable to a TRA Holder pursuant to this Agreement.
(c) The Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person designated as the Agent may not be changed without or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13; provided, however, the consent of the Corporate Taxpayer shall not be required with respect to any assignment pursuant to this Section 7.6(a)(ii) if the assignee is a Related-Party Transferee (as defined in the OpCo LLC Agreement) with respect to the assignor. Unless otherwise permitted by Section 7.6(a)(i) or Section 7.6(a)(ii) of this Agreement, any assignment, sale, pledge, transfer or other alienation of an interest in this Agreement by a TRA Holder shall be void ab initio.
(b) Only the Majority TRA Holders shall have the power (by prior written consent) to replace the Person designated as the Agent under this Agreement; provided, however, any Person designated by the Majority TRA Holders as the replacement Agent shall be subject to the approval of the Corporate Taxpayer (such approval not to be unreasonably withheld, conditioned, or delayed). If at any time there is no Agent appointed (due to resignation or otherwise), the powers of the Agent will be exercised by the Majority TRA Holders, mutatis mutandis.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors; Assignment. (a) No Following a written consent of the Parent Corporation (such consent not to be unreasonably withheld, conditioned or delayed) a TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units Parent Corporation as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any except as otherwise provided in such joinder. Any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent Corporation, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in the second sentence of Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Parent Corporation shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerParent Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Parent Corporation would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Tax Receivable Agreement (Fintech Acquisition Corp Iii Parent Corp)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerTaxpayer Group, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that
that (i) to the extent Common Units are transferred in accordance with the terms of the Cactus OpCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Common Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Common Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to without the prior written consent of the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
Taxpayer Group; (ii) Q Power and any of its Affiliates shall have the right to assign its rights under this Agreement without the prior written consent of the Corporate Taxpayer Group, and (iii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Common Units transferred in such Redemption, may be assigned to any Person or Persons as long as any without the prior written consent of the Corporate Taxpayer Group, provided further, that, in the case of both clause (i) and clause (ii), such Person transferee has executed and delivered, or, in connection with such assignmenttransfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer Group, agreeing to become a “TRA Holder” for all purposes of this Agreement, and, in the case of clause (iii), any such Person has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer Group, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)7.6(c) and Section 7.11. For the avoidance of doubt, if a TRA Holder transfers Common Units but does not assign to the transferee of such Common Units the rights of such TRA Holder under this Agreement with respect to such transferred Common Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Common Units.
(b) Any Person designated as an Agent, other than the Sponsor Agent, may not be changed without the prior written consent of the Corporate Taxpayer Group and the Majority TRA Holders (for this purpose, calculated by excluding Q Power and any of its Affiliates).
(c) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii7.6(a)(iii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Group shall cause any direct or indirect successor (whether by purchase, merger, consolidation consolidation, liquidation or otherwise) to all or substantially all of the business or assets of any member of the Corporate TaxpayerTaxpayer Group, by written agreement, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Group would be required to perform if no such succession had taken place. Notwithstanding the generality of the foregoing, if a New Parent Transaction occurs or any entity becomes a direct or indirect successor to any Corporate Taxpayer Parent, the New Parent or successor and all new Subsidiaries thereof in the Corporate Taxpayer Group shall execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Agent, agreeing to become the Corporate Taxpayer Parent or a member of the Corporate Taxpayer Group, as appropriate, for all purposes of this Agreement.
Appears in 1 contract
Samples: Tax Receivable Agreement (Stronghold Digital Mining, Inc.)
Successors; Assignment. (ai) No TRA Holder This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly permitted hereunder, none of the Borrower, the Preferred Investor or the Collateral Manager may assign this Agreement their rights or obligations hereunder. The Collateral Manager may at any time assign all or parts of its rights or obligations hereunder to an Affiliate so long as (i) such Affiliate employs the then current employees of the Collateral Manager engaged in the management of the Assets such that such employees remain responsible for the management of the Assets and (ii) no Change of Control would occur. Each of Administrative Agent and the Lenders may at any time (i) assign all or any part of its rights and obligations hereunder (including, in the case of a Lender, all or a portion of its Individual Lender Maximum Funding Amount and the Loans at the time owing to it) to any person without other Person with the prior written consent of the Corporate TaxpayerBorrower and the Preferred Investor, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an Affiliate of the Administrative Agent or if the Maturity Date has occurred, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to any party; provided, however, that
that (i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights granting Lender's obligations under this Agreement with respect to shall remain unchanged, (ii) such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory Lender shall remain solely responsible to the Corporate Taxpayerother parties hereto for the performance of such obligations, agreeing to become a “TRA Holder” (iii) such Lender shall remain the holder of any related promissory note for all purposes of this Agreement, and(iv) the Borrower and the Collateral Manager shall continue to deal solely and directly with such Lender in connection with the Lender's rights and obligations under this Agreement, and (v) no participant shall have any right to approve any amendment, supplement, restatement, other modification or waiver of any provision of this Agreement or any other Transaction Document, or any consent to any departure by the Borrower or the Collateral Manager therefrom. The Borrower and the Preferred Investor each agree to execute any documents reasonably requested by the Administrative Agent or the Lenders in connection with any such assignment effected in accordance with the terms of this Agreement; provided, that no such documents may contain terms that adversely affect the rights or interests of the Borrower, Collateral Manager or Preferred Investor. With respect to an assignment by a Lender, such Lender and its assignee shall execute an Assignment and Assumption. All information provided by or on behalf of any party to a Lender or its Affiliates may be furnished by such Lender to its Affiliates and to any actual or proposed assignee or participant. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank.
(ii) The Administrative Agent, acting solely for this purpose as an agent of the right Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders, and the Individual Lender Maximum Funding Amounts of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to receive the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(iii) Each Lender that sells a participating interest in all payments payable or part of its rights and obligations hereunder shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that may become payable no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a TRA Holder pursuant to this Agreement thatparticipant's interest in any Individual Lender Maximum Funding Amounts, once a Redemption has occurredLoans, arise with respect to the Units transferred in such Redemption, may be assigned or other obligations under any Transaction Document) to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory except to the Corporate Taxpayerextent that such disclosure is necessary to establish that such Individual Lender Maximum Funding Amount, agreeing Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)contrary. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising Administrative Agent (in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(iiits capacity as Administrative Agent) shall have any rights under this Agreement except no responsibility for the right to enforce its right to receive payments under this Agreementmaintaining a Participant Register.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Credit Agreement (JMP Group Inc.)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to To the extent Units are transferred in accordance with the terms of the Cactus HoldCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as without the prior written consent of the Corporate Taxpayer, provided, that such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(bii) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its The right to receive any and all payments under payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.
(cb) The Person designated as the Agent for the TRA Holders may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Tax Receivable Agreement (Swiftmerge Acquisition Corp.)
Successors; Assignment. (a) No Each party hereto agrees that neither the Agent nor any TRA Holder (including any Self-Represented TRA Holder) may assign assign, sell, delegate, dispose of or otherwise transfer any of its rights or obligations under this Agreement to any person (the “TRA Rights”) without the prior written consent of the Corporate Taxpayer; providedDisinterested Majority (not to be unreasonably withheld conditioned or delayed). Notwithstanding the provisions of the preceding sentence, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to may assign to the transferee all, but not less than all, of such Units the transferring that TRA Holder’s rights TRA Rights under this Agreement with respect to such transferred Units Units. Any assignment or transfer effected pursuant to this Section 7.6 shall be void unless the assignee or transferee, as long as such transferee has executed and delivered, or, in connection with such transferapplicable, executes and delivers, delivers a joinder to this Agreement, in form and substance reasonably satisfactory the reasonable satisfaction of the Corporation agreeing to succeed to the Corporate Taxpayer, agreeing applicable TRA Rights and to become a “party hereto and TRA Holder” Holder for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units the all of its rights of such TRA Holder and obligations under this Agreement with respect to such transferred Units, (a) such TRA Holder shall remain a TRA Holder under this Agreement for all purposes and shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, Exchange of such Units.
Units to the extent payable hereunder and (b) Notwithstanding the foregoing provisions transferee of this Section 7.6, no assignee described in Section 7.6(a)(ii) such Units shall have not be a TRA Holder. The Corporation may not assign any of its rights or obligations under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The any Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer Agent and each Self-Represented TRA Holder; provided that, without the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all prior written consent of the terms Agent and provisions of this Agreement each Self-Represented TRA Holder, the Corporation shall be binding upon, shall inure permitted to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause such an assignment to any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, so long as the Corporation requires and causes such successor, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.
Appears in 1 contract
Samples: Tax Receivable Agreement (Rice Acquisition Corp. II)
Successors; Assignment. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate Taxpayer; provided, however, that:
(i) to the extent Units are transferred in accordance with the terms of the Cactus Focus LLC AgreementAgreement (except pursuant to the Exchange Right or the Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as Units, and such transferee has executed shall execute and delivered, or, in connection with such transfer, executes and delivers, deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption an Exchange has occurred, arise with respect to the Units transferred in such RedemptionExchange, may be assigned to any Person or Persons without the prior written consent of the Corporate Taxpayer as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b)7.13. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign the parties acknowledge that an assignment of rights pursuant to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii7.6(a) shall have any rights under this Agreement except for is not expected to affect the right to enforce its right to receive U.S. federal income (or applicable state and local) Tax characterization by the Corporate Taxpayer of payments made under this Agreement.
(cb) The Person designated as the Agent for the TRA Holders may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA HoldersTaxpayer.
(dc) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.
Appears in 1 contract
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.)
Successors; Assignment. (a) This Note shall be binding upon and shall inure to the benefit of the Holder and the Company and their respective successors and permitted assigns. No TRA Holder party may assign assign, delegate or otherwise transfer this Agreement to Note or any person of such party’s rights, interests or obligations hereunder without the prior written consent of the Corporate Taxpayerother party hereto, and any attempt to do so will be null and void ab initio; provided, however, that
that (i) the Company may assign its rights hereunder to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units its financing sources as long as such transferee has executed collateral; and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that Holder may become payable to a TRA Holder pursuant to (x) assign this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned Note to any Person or Persons of its Affiliates, (y) assign this Note to any Company Lender, as long as any such Person has executed collateral, and delivered, or, (z) assign this Note in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms sale of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerHolder (with the written consent of Company (which consent shall not be unreasonably withheld, by written agreementdelayed or conditioned, expressly it being understood and agreed that withholding consent in respect of any such assignment to assume any Person that is directly engaged in substantially similar business operations as the Company or its subsidiaries is reasonable).
(b) In order to effect a transfer of this Note permitted hereunder, the Holder shall surrender such Note at the principal office of the Company for transfer or exchange, whereupon, and agree without expense to perform this Agreement the Holder, except for any transfer or similar tax which may be imposed on the transfer or exchange, the Company shall issue in exchange therefor another note or notes for the same manner aggregate principal amount as the unpaid principal amount of this Note (including, for the avoidance of doubt, any interest added to the then outstanding principal amount of this Note in accordance with the terms herein), having the same maturity and rate of interest, containing the same provisions and subject to the same extent terms and conditions as the Note so surrendered. Each new Note shall be made payable to the order of such Person or Persons, or transferees, as the holder of such surrendered Note may designate in accordance with the terms hereof, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. Notwithstanding anything to the Corporate Taxpayer would contrary contained herein, the Company may elect not to permit a transfer of this Note if it has not obtained satisfactory assurance that such transfer: (a) is exempt from the registration requirements of, or covered by an effective registration statement under, the Securities Act of 1933, as amended, and the rules and regulations thereunder and (b) is in compliance with all applicable state securities and “blue-sky” laws, including, without limitation, receipt of an opinion of counsel, which opinion shall be required satisfactory to perform if no the Company. Any transfer or attempted transfer of this Note in violation of any provision of this Note shall be void, and the Company shall not have any obligation to treat any such succession had taken placepurported transferee of this Note as the owner or the holder of this Note for any purpose.
Appears in 1 contract
Successors; Assignment. (a) No TRA Holder may assign this Agreement Subject to any person without the prior written consent effect of the Corporate Taxpayer; provided, however, that
(i) to the extent Units are transferred in accordance with the terms of the Cactus LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units.
(b) Notwithstanding the foregoing other provisions of this Section 7.6Section, no assignee described in Section 7.6(a)(ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) The Person designated as the Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders.
(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement Agreeement shall be binding upon, upon and shall inure to the benefit of the successors and shall be enforceable assigns of the Parties. Integrated may freely assign any and all of its rights, interests and obligations under this Agreement, PROVIDED that, solely in the case of an "asset sale" (the sale of assets by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchaseIntegrated pursuant to operation of law, merger, consolidation or otherwiseother similar transaction shall not be deemed to be an "asset sale" subject to the effect of the proviso in this sentence) to all or substantially when Integrated transfers all of its right, title and interest in the business Licensed Software to a purchaser but does not assign or assets delegate to such purchaser its obligations under this Agreement, Integrated will cause such purchaser in such asset sale by Integrated to such purchaser to provide a license to Integrated to enable Integrated to continue to license the Licensed Software to the Authorized Users in accordance with the provisions of this Agreement. Notwithstanding any other provision of this Agreement, neither this Agreement nor any interest in this Agreement or any rights hereunder shall be sold, transferred, or assigned by Wxxxxx or ABWI, by operation of law or otherwise, including the merger or consolidation of Wxxxxx or ABWI with or into another entity. For purposes of this Section, any change in "control" of Wxxxxx or ABWI shall constitute an assignment. Control means the direct or indirect power to direct or cause direction of the Corporate Taxpayermanagement and policies of an entity, whether through the ability to exercise voting power, by written agreementcontract or otherwise, expressly as determined by Integrated; and provided further that a transaction shall not constitute a change in control if (i) Wxxxxx shall have notified Integrated in writing (sent by telecopy marked conspicuously on the cover sheet with "Urgent-Immediate Reply Needed" to assume each of Integrated`s CEO and agree COO, each of Pxxxxx`s CEO, COO, CFO, General Counsel and Chief Compliance Officer and to perform this Agreement Axxxxx Xxxxxx (208-275-3940)) in reasonable detail of the general terms of a proposed transaction and identity of the applicable investor(s) and/or acquirer , and Integrated either confirms that such transaction does not constitute a change in control or does not notify Wxxxxx within six business days after the day on which it receives the notice from Wxxxxx that Integrated deems the transaction to be a change in control and Wxxxxx and/or its applicable subsidiary completes a transaction on terms no less favorable to Wxxxxx and/or its applicable subsidiary than that provided in the same manner and notice or (ii) it involves the issuance by Wxxxxx or a subsidiary of common stock or other equivalent equity securities (A) in connection with the conversion of existing indebtedness on the date hereof of Wxxxxx or the applicable subsidiary or (B) upon the conversion or exercise of warrants, preferred stock or other securities existing on the date hereof or issued pursuant to clause (A) above into common stock of Wxxxxx or the same extent that the Corporate Taxpayer would applicable subsidiary. Any attempted assignment, transfer, sale, or other delegation in violation of this Section shall be required to perform if no such succession had taken placevoid.
Appears in 1 contract
