HoldCo Operating Agreement definition
Examples of HoldCo Operating Agreement in a sentence
The Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the HoldCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights.
Such list sets forth, (i) the number and class of Membership Interests outstanding as of the close of business on the Reference Date and (ii) for any Membership Interests, whether such Membership Interests are subject to any vesting criteria and if so, whether such Membership Interests are vested or will fully vest (or will be forfeited) pursuant to the HoldCo Operating Agreement as a result of the consummation of the Transactions.
Subject to the provisions of the HoldCo Operating Agreement, Bidder and Bidder Member agree that under no circumstances shall the ▇▇▇▇▇▇▇▇ HoldCo Interest decrease below 10.0% without ▇▇▇▇▇▇▇▇'▇ prior written consent.
The HoldCo Operating Agreement may be amended from time to time by one or more Members holding a majority of the Membership Units; provided, however, any amendment, modification or waiver of any provision of the HoldCo Operating Agreement that disproportionately, materially and adversely affects any Member (or class of Membership Units) shall require the approval of such Member.
Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties and covenants contained herein, at the Closing, (i) BAM, the Transferring Partnerships, and Bidder Member shall form HoldCo by filing an appropriate certificate of formation with the Secretary of State of the State of Delaware, and (ii) BAM and Bidder Member shall execute and deliver the HoldCo Operating Agreement in the form attached hereto as Exhibit 3.5 (the "HoldCo Operating Agreement").