Up-C Structure Sample Clauses

Up-C Structure. Any Qualified IPO, unless the MCK Members and Echo shall mutually elect otherwise, shall be effected as an initial public offering through Echo. In connection with the consummation of a Qualified IPO, the number of outstanding Echo Shares and Units shall be adjusted as set forth in Section 3.03(c) to the extent necessary to cause (x) the Echo Ratio is maintained at one Unit to one Echo Share and (y) each of the number of Echo Shares sold to the public in the Qualified IPO and the price per share of such Echo Shares (calculated before giving effect to any underwriting discounts and commissions) to be within the range recommended to the Company by the underwriters, in the case of both (x) and (y), upon consummation of the Qualified IPO. Each of the Members and the Company shall cooperate with each other to implement such adjustments.
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Up-C Structure. The foregoing provisions of this Article VI are subject to the restrictions with respect to redemption and repurchase set forth in Section 3.03 of the LLC Agreement. In the event Echo elects to exercise the Management Call Option, the Company (or its designated affiliate) will have the right to purchase for cash (or such other form of payment as set forth in Section 6.5) all or any portion of the Units underlying such Purchased Management Shares held by Echo. In the event the Company elects to purchase all or any portion of the Units held by Echo underlying the Purchased Management Shares, Echo will use the proceeds to purchase the Purchased Management Shares. In the event that Echo is required pursuant to Section 6.7 to purchase Echo Shares, then substantially simultaneously with such purchase, the Company agrees to redeem, repurchase or otherwise acquire from Echo an equal number of Units for an aggregate price equal to the Fair Market Value of the Echo Shares being purchased calculated as set forth in Section 6.7. In the event payment is made on a promissory note pursuant to Section 6.5 issued by Echo or the Company, as applicable, then the Company or Echo, as applicable, will enter into a promissory note with the same aggregate principal amount and terms as specified in Section 6.5.
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Up-C Structure. Any Qualified IPO, unless the MCK Members and Echo shall mutually elect otherwise, shall be effected as an initial public offering through Echo. In connection with the consummation of a Qualified IPO, (a) the number of outstanding Echo Shares shall be adjusted by way of stock split or reverse stock split and (b) the number of Units shall be adjusted by way of a Unit split or reverse Unit split, in each case to the extent necessary to cause (x) the number of outstanding Echo Shares to be equal to the number of Units held by Echo and (y) each of the Echo Shares sold to the public in the Qualified IPO and the price per share of such Echo Shares (calculated before giving effect to any underwriting discounts and commissions) to be within the range recommended to the Company by the underwriters, in the case of both (x) and (y), upon consummation of the Qualified IPO. Each of the Members and the Company shall cooperate with each other to implement the adjustments described in the preceding clauses (a) and (b).
Sample 1

Related to Up-C Structure

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Payment Structure You must pay the fees listed on the relevant Services Order. Subscription payments will be structured differently based on the term you select from the three options below and the payment structure will be set forth in the Services Order. The fees identified in the Services Order are exclusive of shipping fees, and you will pay the shipping fees (if applicable) identified in the invoice.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • PRICING STRUCTURES Licenses and Support Services for the Licensed Programs to which this OST applies are granted according to the pricing structures mentioned in the related Transaction Document. Standard pricing structures are defined in the section “DEFINITIONS” of this OST, even though those pricing structures may not be applicable to the DS Offerings to which this OST applies. Other pricing structures may be made available on a case by case basis.

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