Examples of Designated Unitholder in a sentence
Notwithstanding any other provision of this Agreement, the Parties agree that Buyer, Merger Sub and the Surviving Company shall be entitled to rely solely on the Representative's determination of the portion of the Closing Cash Payment or any Future Distribution Amount payable to Blocker Seller and each Designated Unitholder.
Within fifteen Business Days following the date of this Agreement, to the extent not delivered prior to the date of this Agreement, the Company shall, or shall instruct the Paying Agent to, deliver to each Designated Unitholder a letter of transmittal, in the form of Exhibit D attached hereto (the "Letter of Transmittal").
The Letter of Transmittal shall also provide that if Buyer or any of its Affiliates (including the Company and its Subsidiaries) receives a refund of any amount for which Buyer has received a payment from a Designated Unitholder, Buyer shall promptly remit such refund to the Designated Unitholder.
If a Designated Unitholder delivers its duly completed and validly executed Letter of Transmittal to the Paying Agent prior to the Closing, then at the Closing the Company shall instruct the Paying Agent to deliver to such Designated Unitholder the portion of the Estimated Closing Cash Payment payable to such Designated Unitholder pursuant to Section 2.07(a)(i).
Here, paragraphs 1 and 3 of the LOI make clear that Recurrent paid $2 million per Project in exchange for the exclusive rights to purchase the Projects and market the Projects’ power.
If a Designated Unitholder delivers its duly completed and validly executed Letter of Transmittal to the Paying Agent on or prior to the Closing Date, then at the Closing the Company shall instruct the Paying Agent to deliver to such Designated Unitholder the portion of the Estimated Closing Cash Payment payable to such Designated Unitholder pursuant to Section 2.07.
Buyer shall be entitled to rely on any action taken by the Representative, pursuant to Section 14.17(b) (each, an "Authorized Action"), and each Authorized Action shall be binding on Blocker Seller and each Designated Unitholder as fully as if such Person had taken such Authorized Action.
Inventory and Adequacy of Existing FacilitiesThe City of Imperial is served by one fire station located at 2514 La Brucherie Road shown in Exhibit 7 – Existing and Proposed Fire Facilities.
If, after the execution of this Agreement, any Designated Unitholder or Blocker Seller dies, dissolves or liquidates or becomes incapacitated or incompetent, then the Representative is nevertheless authorized, empowered and directed to act in accordance with this Agreement as if that death, dissolution, liquidation, incapacity or incompetency had not occurred and regardless of notice thereof.
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