Examples of New Holdco LLC Agreement in a sentence
At the Effective Time, each holder of Buddy’s Units as of immediately prior to the Effective Time that has delivered a duly executed Letter of Transmittal together with a duly executed copy of the A&R New Holdco LLC Agreement shall be entitled to receive the Merger Consideration for each Buddy’s Unit formerly held by such holder as of immediately prior to the Effective Time.
Until a duly executed copy of the Letter of Transmittal and A&R New Holdco LLC Agreement are delivered in accordance herewith, each Buddy’s Unit formerly held by any holder thereof as of immediately prior to the Effective Time shall be deemed at the Effective Time and any time thereafter to represent only the right to receive the Merger Consideration in respect thereof in accordance with the provisions of this Agreement.
As promptly as possible following the Closing Date, Liberty and Buddy’s shall send, or shall cause to be sent, to each record holder of Buddy’s Units that has not submitted such documentation prior to the Effective Time, the Letter of Transmittal and a copy of the A&R New Holdco LLC Agreement.
Irrespective of any other term or condition set forth in this Certificate of Designation, the Corporation may cause the cancellation of shares of Voting Non-Economic Preferred Stock that are subject to the TO Redemption without any further consent or action on the part of the Holders in accordance with the New Holdco LLC Agreement and this Certificate of Designation.
The material terms of the capital structure and corporate governance of the Reorganized Debtors are set forth on the term sheet attached hereto as Exhibit II, the terms of which shall be reflected in the New Holdco LLC Agreement, which shall be part of the Amended and Restated Operating Agreements attached as Exhibit 1 to the Plan Supplement.
Except as expressly provided herein, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the A&R New Holdco LLC Agreement (as defined below).
This Agreement, the Business Combination Agreement, the A&R New Holdco LLC Agreement, the Certificate of Designation, the Vintage Subscription Agreements and the other Ancillary Agreements embody the entire agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
The New Holdco LLC Agreement shall provide that the Board of Managers shall be comprised of five individuals appointed by Holders of the New Membership Interests.
For purposes of clarity, the parties hereby acknowledge and agree that a party's failure to execute and deliver the Leaseback Agreement, in the form attached hereto as Exhibit "I", through escrow at Closing as required by Section 5 below, shall constitute a material default under this Agreement by such party.
For avoidance of doubt, from and after the Effective Date, the terms of the New Holdco LLC Agreement, including the transfer restrictions therein, shall govern and control the New Membership Interests and any Claims with respect thereto, including any disposition thereof, and the transfer of any Claim shall be treated in the same manner as the transfer of any New Membership Interests.