Examples of Focus LLC Agreement in a sentence
Except as otherwise provided herein or in the Focus LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Focus LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
Such Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares and the Owned Units, all of which are free and clear of any Liens, other than those created by this Agreement, the Merger Agreement, the Focus LLC Agreement or arising under applicable securities laws.
Each Stockholder hereby acknowledges and agrees that to the extent any Rollover Units are exchanged for shares of Class A Common Stock following the date hereof pursuant to the Focus LLC Agreement, such shares of Class A Common Stock received pursuant to such exchange shall be treated as Covered Shares and Class A Rollover Shares.
The Company, in its capacity as Managing Member of Focus LLC, hereby consents to any Transfer (as defined in the Focus LLC Agreement) of the Rollover Units as contemplated by the Support Agreement.
Except as otherwise noted, any capitalized terms used herein have the meanings assigned to such terms in the Focus LLC Agreement.
The Company acknowledges and agrees that this Section 6.23 fulfills any consent or notice requirements for the Transfer of the Rollover Units (including the consent requirements set forth in Section 8.1 of the Focus LLC Agreement) and that no other consent or notice is required pursuant to the Focus LLC Agreement.
Attn: Exchange Agent 820 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Deliver by e-mail to the following addresses: xxxxxxxxx@xxxxxxxxxxxxx.xxx and xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx The undersigned hereby provides notice, as required pursuant to Section 3.6(b) of the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC (the “Focus LLC Agreement”), of its intent to effect an Exchange on the next Exchange Date (each as defined in the Focus LLC Agreement), as described below.
Attn: Exchange Agent 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Deliver by e-mail to the following addresses: xxxxxxxxx@xxxxxxxxxxxxx.xxx and xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx The undersigned hereby provides notice, as required pursuant to Section 3.6(b) of the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC (the “Focus LLC Agreement”), of its intent to effect an Exchange on the next Exchange Date (each as defined in the Focus LLC Agreement), as described below.