Examples of Management Holdings LLC Agreement in a sentence
No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Award Agreement, the EPH Management Holdings LLC Agreement or the LLC Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.
Except as provided in the LLC Agreement, the EPH Management Holdings LLC Agreement, or in the Plan, including Section 7 of the Plan, the Management Holdco Class M Units issued hereunder are not transferable by the Participant.
Any capitalized term that is used but not otherwise defined in this Award Agreement shall have the meaning assigned to such term in the Plan (including any capitalized terms used therein which are defined in the LLC Agreement or the EPH Management Holdings LLC Agreement).
Except as provided herein, in the event of any inconsistency between (i) the provisions of this Award Agreement and the Plan, the Plan shall govern; (ii) the provisions of this Award Agreement and the LLC Agreement or the EPH Management Holdings LLC Agreement, the applicable LLC agreement shall govern; or (iii) the provisions of the Plan and the LLC Agreement or the EPH Management Holdings LLC Agreement, the applicable LLC agreement shall govern.
This Award Agreement and the Management Holdco Class M Units granted to the Participant, respectively, pursuant to this Award Agreement are subject to the terms, conditions and restrictions set forth in the Plan and the LLC Agreement or the EPH Management Holdings LLC Agreement, as applicable, the terms of which are incorporated herein (except to the extent expressly stated herein otherwise), including, without limitation, Section 10 of the Plan.
The Participant will have all of the rights of a holder of Management Holdco Class M Units with respect to the Management Holdco Class M Units issued hereunder, in accordance with the terms and conditions of the EPH Management Holdings LLC Agreement.
A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company and Pubco in substantially the form of Exhibit A attached hereto; provided, that any Member Exchange Notice (as defined in the Management Holdings LLC Agreement) which occurs pursuant to Section 9.01 of the Management Holdings LLC Agreement shall constitute a Redemption Notice hereunder.
A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company and Pubco in substantially the form of Exhibit A attached hereto; provided, that any Member Exchange Notice (as defined in the Management Holdings LLC Agreement) which occurs pursuant to Section of the Management Holdings LLC Agreement shall constitute a Redemption Notice hereunder.
This Agreement, together with the Plan, the Partnership Agreement, the Management Holdings LLC Agreement, and the Management Holdings Contribution Agreement, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided that nothing herein shall supersede any restrictive covenant to which the Participant is a party.