UFC Management Holdco Sample Clauses

UFC Management Holdco. UFC Management Holdco has been established as a special purpose investment vehicle through which certain members of UFC Management Holdco indirectly hold interests in the Company. In applying the provisions of this Agreement, and in order to determine equitably the rights and obligations of UFC Management Holdco and the members thereof, the Board may, in its discretion, treat UFC Management Holdco for all purposes of this Agreement as if each member of UFC Management Holdco were a Member of the Company with an interest in the Profits Units held by UFC Management Holdco equal to the portion of such member’s interest in UFC Management Holdco. Accordingly, without limiting anything in Section 11.04 (but, for the avoidance of doubt, subject in all cases to approval pursuant to Section 9.01(c) (which approval may be granted at the time that the issuance of the applicable membership interests to UFC Management Holdco is approved)) and subject to any applicable restrictions or consent rights of the Class P Members in accordance with Annex A hereto, (a) upon any grant of a series of membership interests to a member of UFC Management Holdco or a withdrawal by a member from UFC Management Holdco (or any other event that causes the cancellation, or repurchase of any series of membership interests of UFC Management Holdco) or (b) upon the Transfer of Profits Units by UFC Management Holdco, UFC Management Holdco shall, and the Board shall take all necessary actions or make other adjustments to cause the Company and UFC Management Holdco as a Member of the Company to, replicate such actions at the level of the Company (including if a series of membership interests of UFC Management Holdco are forfeited or cancelled, cancelling or forfeiting the corresponding series of Profits Units held by UFC Management Holdco), in each case, so long as each such action taken at the level of the Company is on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities).