Examples of Class I Unitholders in a sentence
Xxxxxxxx; provided, however, that the Class I Unitholders may sell, transfer, assign, pledge, hypothecate, gift or otherwise transfer or dispose of its Class I Units to any direct or indirect subsidiary of Parent without the prior written consent of Xx. Xxxxxxxx, provided, that such transferee agrees in writing to be bound by the terms hereof.
Subject to Sections 4.1(a), 4.1(c) and 4.1(d) (as applicable), the Board may (but shall not be obligated to) cause the Company to make Distributions at any time or from time to time provided, however, that subject to Sections 4.1(a), 4.1(c) and 4.1(d), upon any Exit Event the Board shall cause the Company to make the Distributions to the Class I Unitholders set forth in Section 4.1(b)(i) and (ii).
When the Managing Member determines that the Company shall make a distribution, such distribution shall be made to the Class I Unitholders pro rata in proportion to their Class I Units.
The purchase of the Class I Units pursuant to this Section 4.8(c) shall be effective on the date that the Call Price is delivered in immediately available funds to the iMortgage Representative (who shall distribute such funds on a proportionate basis to the Class I Unitholders).
Each Class I Unitholder hereby agrees that in any instance that this Agreement provides that an action is to be taken and or a determination is to be made by the iMortgage Representative, such action or determination shall be final and binding on all of the Class I Unitholders and the Company shall be entitled to exclusively deal with, and to rely on the authority of, the iMortgage Representative in any such instance.
The authority conferred under this Section 5.8 is an agency coupled with an interest and, to the extent permitted by applicable law, all authority conferred hereby is irrevocable and not subject to termination by any of the Class I Unitholders or by operation of law.
Further, this Agreement may not be amended, modified, or waived without the Majority of the iMortgage Class I Unitholders if any such amendment, modification or waiver would adversely affect in any material respect the rights or obligations of any holder of Class I Units under this Agreement in any manner that is materially and adversely disproportionate in its effect on the LD Group with respect to its interest in the iMortgage Division.
Except as otherwise expressly set forth herein, the rights and privileges of the Class I Units, including their respective economic rights in the iMortgage Division and the other protections provided the Class I Unitholders may not be amended, modified, or waived without the Majority of the iMortgage Class I Unitholders.
In all instances, a determination of the Majority of the iMortgage Class I Unitholders (which will take into account any Class I Units held by the iMortgage Representative) shall be binding on the iMortgage Representative.
Transaction value many times includes any cash that is retained by the seller including any accounts receivable or other assets that are not subject to sale.