Examples of Rollover Member in a sentence
Each Rollover Investor's capital account in Rollover Member will be equal to the amount that the Rollover Investor would have received if the Rollover Investor had chosen to receive cash for its claim against Seller rather than contributing its Contributed Interest and receiving a membership interest in the Rollover Member.
The valuations described herein shall only be used for the purposes set forth herein and shall not be used for purposes of determining a Rollover Investor's capital account in Rollover Member.
Summaries of such terms in the Disclosure Statement are qualified in their entirety by reference to the Amended and Restated Limited Liability Company Agreement ("LLC Agreement") of BRE/SW Portfolio LLC, and the Sunwest Rollover Member LLC Agreement, copies of which are attached to the Plan of Reorganization as Exhibits 6 and 7.
Without limiting Seller’s right to require any other reasonable conditions, it shall be a condition to any Rollover that each Rollover Member make arrangements reasonably satisfactory to Seller to bear any portion of the Escrow Amount and other Seller expenses hereunder to the extent that such portion of the Escrow Amount and expenses would have been borne, directly or indirectly, by such Rollover Member had the Rollover not occurred.
TIC Interests in Holdco Properties will either be (a) conveyed to Acquirer by Debtor pursuant to a TIC Transfer Order; (b) contributed pursuant to a TIC Settlement Agreement by the TIC holding the TIC Interest to Rollover Member LLC in exchange for equity interests in Rollover Member LLC and thereafter contributed by Rollover Member LLC to Acquirer in exchange for Rollover Equity Interests; or (c) conveyed directly to Acquirer pursuant to a TIC Settlement Agreement.
SWP will contribute its interests in Holdco Properties pursuant to Section 6.1.1 of this Plan and receive cash and common interests in Rollover Member LLC in the priority set forth in Section 6.3.3 of this Plan in amounts sufficient to allow it to make distributions to its limited partners as required by the Distribution Plan and to meet its note obligations to Debtor.
The name of the Company shall be Sunwest Rollover Member LLC, and its principal place of business shall be 00 XX Xxxxxxxxx Street, Suite 300, Portland, Oregon 97201.
On January 1, 2011, or as soon thereafter as reasonably practicable, the members of Rollover Member LLC will elect a Board of Managers, comprised of three persons, a majority of whom will not be "interested persons" as such term is defined in 15 U.S.C. § 80a-2(a)(19).
Reorganized Company shall provide a loan facility to Rollover Member LLC in an amount up to $2,000,000 that will be available to Rollover Member LLC for the purpose of allowing Rollover Member LLC to finance its operating and compliance expenses.
The Settling Employee receives a reduced percentage of the cash and equity in Rollover Member that the Settling Employee would otherwise have been entitled to under the LLC Member Settlement Agreement.