New Operating Agreement definition

New Operating Agreement shall have the meaning set forth in Section 1.5 hereof.

New Operating Agreement means that certain operating agreement of the Reorganized Parent to be entered into by the holders of New Membership Interests, which shall be included in the Plan Supplement in substantially final form and in form and substance as mutually agreed to between the Debtors and the Supporting Noteholders. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the New Operating Agreement shall provide, among other things, that (i) in the event of a sale of the Reorganized Debtors to a third party, including a sale to any shareholder of the Reorganized Debtors, the Reorganized Debtors shall have the right to drag along all shareholders and each shareholder shall have the right to tag along in connection with any such sale, and (ii) with respect to any sale to a third party by any shareholder of the Reorganized Debtors of all or a portion of the Reorganized Debtors’ shares, all other shareholders of the Reorganized Debtors will have tag along rights, provided however, that such tag along rights shall only be triggered in a sale or a series of sales by such selling shareholder that are with respect to more than 5% of the issued and outstanding shares or interests of the Reorganized Debtors in the aggregate.

New Operating Agreement is defined in Section 4.2(d).

Examples of New Operating Agreement in a sentence

• After the Rail Merger, the Company is required to operate the KCR railway subject to the Mass Transit Railway Ordinance (as amended by the Rail Merger Ordinance (Ordinance No. 11 of 2007) (the “Rail Merger Ordinance”)) and the New Operating Agreement.

• On the Effective Date, as a condition to receiving any distribution of New Membership Interests, all holders of the New Membership Interests shall be deemed parties to and bound by the New Operating Agreement that will be filed with the Plan Supplement and that shall contain customary terms including transfer restrictions, preemptive rights, right of first offer, tag-along rights, drag-along rights, and certain information rights.

• The New Operating Agreement shall be binding on Reorganized Parent and all parties receiving, and all holders of, the New Membership Interests (whether received under the Plan or otherwise) regardless of whether such parties execute the New Operating Agreement.

• These include the following: Since the partial privatisation of the Company in 2000, a breach of the Mass Transit Railway Ordinance and/or the Operating Agreement and New Operating Agreement (as defined on page 92) could potentially result in the revocation of the MTRCL’s franchise to operate the MTR railway.

• Each Grantor will promptly give notice to the Agent of any commercial tort claim that may arise after the date hereof with respect to which the Grantors, either individually or in the aggregate, reasonably expect to be awarded a monetary judgment of $100,000 or more and will immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the security interest created under this Agreement.

More Definitions of New Operating Agreement

New Operating Agreement means that certain operating agreement for Reorganized PDC, in substantially the form to be Filed as part of the Plan Supplement, effective as of the Effective Date, to which all parties receiving New PDC Equity (and all persons to whom such parties may sell or transfer their New PDC Equity in the future and all persons who purchase or acquire the New PDC Equity from Reorganized PDC in future transactions) shall be required to become or shall be deemed parties, which shall be consistent in all respects with the Governance Term Sheet and subject to the RSA Definitive Document Requirements.

New Operating Agreement an Operating Agreement in the form of Exhibit D-6. NEW OPERATOR: Marriott Senior Living Services, Inc., a Delaware corporation, in its capacity as operator under a New Operating Agreement. NONCOMPETITION AGREEMENT: the Noncompetition Agreement in the form of Exhibit D-10. NON-IMPUTATION ENDORSEMENT: the endorsement to the Title Policies in the form of Exhibit D-14. NOTE: the Promissory Note in the form of Exhibit D-1. ORGANIZATIONAL DOCUMENTS: the material documents governing the formation of, and issuance of equity interests in, the Company and each Subsidiary, including (i) in the case of the Company and each Subsidiary which is a corporation, the articles of incorporation, bylaws, stock and stockholders agreements (if any), (ii) in the case of each Subsidiary which is a limited partnership, the certificate of limited partnership and partnership agreement, and (iii) in the case of each Subsidiary which is a limited liability company, the articles of organization and members agreement.

New Operating Agreement means any agreement between El Paso and Duke or the PG&E Teco Buyer that determines the governance, operation, and expansion of and the receipt, delivery and transport of natural gas on the pipeline segment of PG&E Teco running from Waha to New Braunfels.

New Operating Agreement means the Third Amended and Restated Limited Liability Company Agreement of the Company, executed as of January 14, 2016 and effective as of the Closing."

New Operating Agreement means the Fifth Amended and Restated Operating Agreement of ECS, dated as of the date hereof.

New Operating Agreement means the New Operating Agreement dated as of April 10, 2002 between Toshiba and SanDisk.

New Operating Agreement has the meaning set forth in the Recitals.