DLJMB Parties definition
Examples of DLJMB Parties in a sentence
Subject to the prevailing parties clause in Subsection (iii) below, the costs of the Mediation Service, the Mediator and the proceedings shall be shared equally by the DLJMB Parties, on the one hand, and the Morgans Parties, on the other hand.
If the DLJMB Parties and the DLJ UTHs do not exercise their Drag-Along Right with respect to any Approved Sale, the Morgans Parties shall, in addition to their rights to an election pursuant to Section 9.4(a)(iii), have the right to sell their Interests to the Third-Party Transferee on the same terms and conditions as under the sale by the DLJMB Parties and such DLJ UTHs to a Third-Party Transferee (“Tag-Along Right”), and otherwise pursuant to the terms for an Approved Sale set forth in Section 9.5(a).
The percentage of the Interest such DLJ UTH shall be deemed to Transfer shall be determined by multiplying (i) the percentage of the equity interests in the DLJ Intermediate Subsidiary the DLJ UTH Transfers by (ii) the DLJ Intermediate Subsidiary’s percentage interest in the DLJMB Parties by (iii) the aggregate Percentage Interest held by such DLJMB Parties.
From time to time, each of the DLJMB Parties and Morgans shall provide financial information regarding its Net Worth or Net Assets, as applicable, and Effective Liquidity, to the other Party promptly upon written request.
The DLJMB Parties shall provide the Morgans Parties written notice of the termination of an Approved Sale within five (5) Business Days following such termination, which notice shall state that the Approved Sale Notice served with respect to such Approved Sale is rescinded.
No Party may transfer any Capital Shares to any Adverse Person; provided, however, that any DLJMB Party or Permitted Transferee may at any time transfer any or all of its Capital Shares to one or more Permitted Transferees or other DLJMB Parties.
In the event that either Morgans or the DLJMB Parties ceases to have the applicable minimum Net Worth or Net Assets, as applicable, or Effective Liquidity as provided in the preceding sentence, such Party shall promptly, and no later than within ten (10) Business Days, deliver a written statement to the other Party notifying it of such fact and setting forth the amount of its Net Worth or Net Assets, as applicable, and Effective Liquidity.
Upon the consummation of such Approved Sale, the Morgans Parties shall receive the same form and amount of consideration for their Interests or, if an option is given as to the form or amount of consideration, the Morgans Parties shall be given the same option, and will receive such consideration at the same time as the DLJMB Parties or their Affiliates.
If any DLJ Fund or other equity holder in any DLJ Intermediate Subsidiary (including any DLJ Intermediate Subsidiary that Transfers equity interests of any Member, a “DLJ Upper Tier Holder” or “DLJ UTH”) Transfers the equity interests of such DLJ Intermediate Subsidiary or Member, then for purposes of this Article 9, the holder of such equity interests shall be deemed to Transfer the Interest it owns indirectly through the DLJMB Parties.
The Morgans Parties shall provide the DLJMB Parties written notice of their intention to exercise its Tag-Along Right within fifteen (15) days of receipt of the Approved Sale Notice.