KKR Member definition
Examples of KKR Member in a sentence
A KKR Member that shall have all of such KKR Member’s KKR Shares redeemed by the Company shall cease to be a KKR Member and shall no longer have any of the rights or privileges of a KKR Member.
Notwithstanding anything in this Agreement but subject to the Act and any applicable limitations set forth in the Share Repurchase Plan or the Repurchase Arrangement, the Company is hereby authorized to redeem all or any portion of the KKR Shares upon such terms and conditions as the Company and the applicable KKR Member may agree from time to time without the consent of any other Person.
Each of the WME Member, the SL Member, the KKR Member, the ▇▇▇▇▇▇▇▇ Member, the January Capital Member and the MSD Member, for so long as such Member continues to own Units equal to at least the Ownership Minimum, shall be entitled to designate one (1) individual to be a Board observer (each, an “ Board Observer”); provided, that the Board Observers designated by the ▇▇▇▇▇▇▇▇ Member and the January Capital Member may not be employees of the Company or any of its Subsidiaries.
Each Member (other than the WME Member, the SL Member, the KKR Member, the MSD Member, the ▇▇▇▇▇▇▇▇ Member, the January Capital Member and the ▇▇▇▇ ▇▇▇▇▇ Member) hereby appoints the Company as such Member’s attorney-in-fact (with full power of substitution) and hereby authorizes the Company to execute and deliver in such Member’s name and on its behalf any amendment of this Agreement or other document relating hereto in furtherance of such Member’s rights and obligations pursuant to this Agreement.
Following such good faith discussions, at any time prior to December 31, 2018 or such later date as is unanimously approved by the Board, the SL Member and the KKR Member, acting unanimously, may elect to engage a third party consultant of national reputation to prepare a plan of cost savings for the Company reasonably equivalent to the cost savings identified in the A&M Report (the “New Cost Savings Plan”).
For the avoidance of doubt, a sale or Transfer by the SL Member or the KKR Member of an interest in any Affiliated Blocker shall be treated as a sale or Transfer of a proportionate amount of the Common Units held by such Blocker for purposes of determining whether a Change of Control has occurred.
The initial Audit Committee Members shall be the Board Observers appointed by the WME Member, the SL Member and the KKR Member, respectively.
The WME Member, the SL Member, the KKR Member, the ▇▇▇▇▇▇▇▇ Member, the January Capital Member and the MSD Member shall each be entitled to replace the Board Observer designated by them at any time and from time to time.
Each of the WME Member, the SL Member and the KKR Member shall be permitted to appoint a member to the Audit Committee so long as such Person is then entitled to designate a Director to the Board.
Section 1.7704-1(e)(2); provided, further, that, notwithstanding anything else contained herein, a Redemption of any Unit(s) contemplated by the preceding proviso, shall not be permitted unless the KKR Member provides the Company with ten (10) days prior written notice of such Redemption and the Company (acting reasonably, and after consultation with advisors for the KKR Member) has determined in good faith that such Redemption will not cause the Company (x) to fail to qualify for the safe harbor in Treas.