Examples of Purchaser LLC Agreement in a sentence
A formal policy position on connectivity and climate change adaptation will be produced by Natural England by the end of the current financial year.
For purposes hereof, "Continuing Sponsor" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the "Management-Ownership Agreements"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.
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The members of the Purchaser other than the Seller shall have executed and delivered to the Seller Representative the Purchaser LLC Agreement, which Purchaser LLC Agreement must be in form and substance satisfactory to the Seller, including, without limitation, certain provisions which provide non-dilution protection for the Seller for any additional capital contributions by BOC to Purchaser, up to a maximum amount of $15,000,000, as such provisions are further set forth in the Purchaser LLC Agreement.
When issued pursuant to this Agreement and the Purchaser LLC Agreement, the Rollover Units will be duly authorized and validly issued and outstanding and will be free and clear of all encumbrances (other than restrictions on transfer set forth in this Agreement, the Purchaser LLC Agreement and applicable securities law).
Appropriate and reasonable time periods for each response and the sales process to be set forth in the Purchaser LLC Agreement.
The parties further agree that, as further provided in Section 2.03, $3,000,000 of the Purchase Price shall be payable in the form of non-assessable, fully paid and validly issued preferred units in the Purchaser (the "Preferred Interests"), issued by the Purchaser to the Seller pursuant to the limited liability company agreement of the Purchaser (the "Purchaser LLC Agreement") and a subscription agreement with respect to the Preferred Units (the "Subscription Agreement").
In connection with the payment of the Merger Consideration, and pursuant to the terms of the Restated Purchaser LLC Agreement, at the Closing, as reflected in the Funds Flow Statement, Parent shall issue to each Seller one share of Parent Class B Common Stock for each Purchaser Unit issued to such Seller.
If any Purchaser Units are transferred to Parent pursuant to this paragraph, in accordance with the Restated Purchaser LLC Agreement, Parent shall cancel an equal number of shares of Parent Class B Common Stock, with such cancellations allocated among the applicable Seller in equal number to the number of Purchaser Units transferred to Parent from such Seller.
Each of the parties hereto shall negotiate and finalize in good faith and in a form mutually acceptable to the parties hereto each of the Transition Services Agreement and Restated Purchaser LLC Agreement prior to the Closing.