Examples of HF Members in a sentence
If either the SLP Members or the H&F Members make a capital contribution pursuant to the immediately preceding sentence, any H&F Securities or SLP Securities released from the collateral account under the Collateral Agreement as a result of the application of such capital contribution shall be distributed by the Company to the SLP Members or the H&F Members who made the capital contribution.
Each of the SLP Members and the H&F Members may make capital contributions to the Company in order to repay in part the loans under the Secured Term Loan Agreement, dated as of April 22, 2005, by and among the Company, Norway Acquisition, JPMC and the Lenders named therein.
The written consent of the HF Members and the GA Members shall, for so long as such Members are entitled to designate Independent Directors pursuant to clause (d) above (but subject to Section 6.1(c)), be required to remove without cause any of the Independent Directors and an Independent Director only may be removed for cause if a majority of the Directors approve such removal.
Each such committee shall include at least one Director designated by the GA Members (but only if the GA Members are then entitled to designate Directors) and at least one Director designated by the HF Members (but only if the HF Members are then entitled to designate Directors).
If to the eRx Members, addressed to the addresses set forth on each eRx Member’s signature page to this Agreement with copies to the HF Members and the GA Members and to: Xxxxxx & Bird LLP 0000 Xxxx Xxxxxx Dallas, Texas 75201 Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxxxx X.
None of the GA Members or the HF Members shall be obligated to assign its rights pursuant to this Section 6.1(d).
Notwithstanding anything to the contrary contained herein, the eRx Members’ Tag-Along Right will not apply to sales made by the GA Members and HF Members, if any, in connection with the IPO.
Subject to Section 7.4(d), with the written approval of each of the GA Members and the HF Members, in connection with such IPO, the owners of the Members or the Members directly shall effect a transaction that is treated as the contribution of the Units of the Company or of the shares of GA Corp.
Xxxxxxx Xxxxxxxxx E-mail: Xxxxxxx.Xxxxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000 0000 and Ropes & Xxxx XXX Xxxxx Xxxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxxx E-mail: Xxxxx.Xxxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000-0000 if to the H&F Members, to: c/x Xxxxxxx & Xxxxxxxx LLC Xxx Xxxxxxxx Xxxxx 00xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X.
If such proposal or opportunity is accepted by the Board in its sole discretion and approved in accordance with Section 2.9(d), the Company and the HF Members (or their Affiliates) and/or the GA Members (or their Affiliates), as applicable, will in good faith negotiate a reasonable and customary fee for such service to be paid upon the terms then agreed.