Examples of A&R Company LLC Agreement in a sentence
At the Closing, Seller will transfer its entire right, title and interest in and to the Offered Membership Interest to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement).
Upon and subject to the terms and conditions of this Agreement, and following the assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2, at the Closing, Seller will sell, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement), and Buyer will purchase and acquire from Seller, the Offered Membership Interest.
The A&R Company LLC Agreement as so amended, shall be the limited liability company agreement of the Surviving Company, until thereafter supplemented or amended in accordance with its terms and the OLLCA.
The authorized limited liability company interests in the Company consist solely of an unlimited number of Common Interests (as such term is defined in the Current Company LLC Agreement) and, upon effectiveness of the A&R Company LLC Agreement on the date hereof, Series A Preferred Interests (as such term is defined under the A&R Company LLC Agreement).
The Acquired Units, Warrant No. 3 and the Class A Units issuable thereunder, when issued, will be duly authorized and validly issued and free and clear of all Liens, other than those restrictions under applicable federal and state securities Laws, as set forth in the A&R Company LLC Agreement or Warrant No. 3 or caused by Walmart or any of its Affiliates.
The shares of Parent Class A Common Stock issuable to the Blocker Stockholders pursuant to this Agreement and to the Non-Blocker Company Members upon redemption of Common Units pursuant to the A&R Company LLC Agreement shall have been approved for listing on the NASDAQ, subject only to official notice of issuance thereof.
At the Second Closing, Warehouse Technologies shall deliver or cause to be delivered to Walmart: (i) an amendment to Exhibit A of the A&R Company LLC Agreement, evidencing the issuance of the Remaining Commercial Spend Warrant Units (together with the Initial Acquired Units, the “Acquired Units”), and (ii) a duly executed counterpart by Warehouse Technologies of Warrant No. 3.
At the First Closing, following the receipt of the Recoupment Warrant Aggregate Exercise Price and the Commercial Spend Initial Exercise Price, Warehouse Technologies shall deliver or cause to be delivered to Walmart an amendment to Exhibit A of the A&R Company LLC Agreement, evidencing the issuance of the Recoupment Cancellation Warrant Units and the Vested Commercial Spend Warrant Units (collectively, the “Initial Acquired Units”) and admission of Walmart as a member of Warehouse Technologies.
At the Company Merger Effective Time, by virtue of the Merger and without further action by the Company, any Company Member or any Person who acquires Common Units pursuant to the Company Merger, the Company LLC Agreement shall be amended and restated to be in the form of the A&R Company LLC Agreement, which, from and after the Company Merger Effective Time shall be the limited liability company agreement of the Company until duly amended in accordance with its terms and Delaware Law.
The Agreement is hereby amended by deleting Exhibit A to the Agreement (Form of A&R Company LLC Agreement) and replacing it with the form of A&R Company LLC Agreement attached as Exhibit A to this Amendment.