Examples of Endeavor Manager in a sentence
All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice: If to the Corporation, Endeavor Manager or the LLC, to: c/o Endeavor Group Holdings, Inc.
Subsequent to the IPO and associated reorganization transactions, reflects the share of adjustments attributable to the non-controlling interests of certain former members of Endeavor Operating Company who retain ownership interests in Endeavor Manager and Endeavor Operating Company.
The Corporation and Endeavor Manager will ensure that, on and after the date hereof and continuing through the term of this Agreement, the LLC and each of its direct and indirect subsidiaries that they control and that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code.
The Corporation, Endeavor Manager, the LLC and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified in any Schedule finalized consistent with the terms of this Agreement, unless otherwise required by Law.
Section 2(h) of the Plan is hereby amended to add the following paragraph at the end of the existing text:For clarity and the foregoing notwithstanding, the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control.
Participant acknowledges and agrees that the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control for purposes of this Award or any other Award granted to Participant under the Plan.
No broker, finder or similar intermediary has acted for or on behalf of Pubco or Endeavor Manager in connection with this Agreement or the transactions contemplated hereby for which there is any broker’s, finder’s or similar fee or other commission payable by Pubco, Endeavor Manager or any of their respective Subsidiaries.
Stephens contributed all the issued and outstanding membership interests in Endeavor GP to Endeavor Manager.
Securities that are anti-dilutive for the periods presented are additional shares based on an assumed exchange of Endeavor Manager Units and Endeavor Operating Units into 170,965,237 shares, additional shares based on an assumed exchange of Endeavor Profits Units into 3,568,800 shares of the Company’s Class A common stock, as well as additional shares from stock options, RSUs and Phantom Units.
Section 9.1(i) of the Plan is hereby amended to add the following paragraph at the end of the existing text:For clarity and the foregoing notwithstanding, the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control.