Examples of Blocker Member in a sentence
For clarity, without limiting the generality of the foregoing, any Transfer of Equity Securities of a Blocker Member shall be subject to the provisions of this Article X as if such Transfer were a Transfer of Units or Membership Interests mutatis mutandis, subject to the proviso set forth in the first sentence of this Section 10.10.
Without limiting the indemnification obligations of a Blocker Member to a buyer in accordance with this Section 10.10, the immediately preceding sentence shall be the sole remedy in the case of any breach of the Blocker Covenant.
In connection with any such election by a Blocker Member, a creditworthy Person as may be agreed to by the Blocker Member and the buyer shall indemnify the buyer (without limitation as to survival, deductible or cap) for 100% of any liabilities of the Blocker Member incurred, or arising in respect of the period, prior to the closing of such transaction and that such buyer would not have incurred or become subject to but for the Blocker Member exercising its rights under this Section 10.10.
This Agreement has been duly and validly executed and delivered by the Blocker Member and, assuming due authorization, execution and delivery by Parent and the Merger Sub Entities constitutes a legal, valid and binding obligation of the Blocker Member, enforceable against the Blocker Member in accordance with its terms, subject to the Remedies Exceptions.
Any portion of the Exchange Fund that remains undistributed to the former Blocker Member or Company Members for six (6) months after the Second Company Merger Effective Time shall be delivered to Parent, upon demand, and the former Blocker Member or Company Members who have not theretofore complied with this Section 3.07 shall thereafter look only to Parent for the applicable Aggregate Transaction Consideration.
Prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of New Parent Common Stock, the Exchanged Options and or Exchanged Units, in each case to be issued or issuable to the Blocker Member and the Company Members pursuant to this Agreement.
All of the Blocker Interests are held by the Blocker Member free and clear of all liens, other than transfer restrictions under applicable securities laws and the Blocker Organizational Documents.
Prism shall arrange for the preparation of all income Tax returns of the Company for taxable years of the Company ending prior to January 1, 2020 and shall cause the same to be filed in a timely manner; provided that Prism shall provide Clairvest and the Blocker Member, a reasonable right to review and comment on any such Tax returns prior to any such filing and Prism shall incorporate in the Tax return filed any reasonable comments received from Clairvest and the Blocker Member.
Schedule 4.1(a)(ii) of the Blocker Disclosure Schedule sets forth the membership interests of each Blocker and the owners thereof, including the class and amount of equity, membership, partnership, or ownership interests held by any Blocker Member and any of their Affiliates as of the date of this Agreement.
Each of the Blocker Member and each Initial Member shall, upon its execution and delivery hereof, be admitted as a Member as of the Closing Date.