Examples of Rollover Member in a sentence
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.
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.
For purposes of this Agreement, a “Warrant Tag Along Transaction” means a transaction, pursuant to which any Common Member (other than a Rollover Member) converts or exchanges its Common Units into Equity Securities of WME Entertainment Parent, LLC.
The Tax Matters Member or the Company Representative, as applicable, shall keep the Members informed of any material administrative and judicial proceedings and any election described in the preceding sentence; provided that the Tax Matters Member or Company Representative, as applicable, shall provide each Restatement Date Member and Rollover Member with copies of any material written correspondence with any taxing authority or otherwise related to any audit or proceeding.
This Agreement and the other Transaction Documents to which such Rollover Holdco Member or Direct Rollover Member is a party have been (or, in the case of other Transaction Documents that will be executed and delivered by such Member after the date of this Agreement, such other Transaction Documents will, when executed and delivered by such Member, have been), duly and validly executed and delivered by such Member.
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.
In the event that Incremental Capital is required, Rollover Member may elect, by written notice delivered to Purchaser no later than ten (10) Business Days prior to the Closing to increase the Rollover Equity Amount by an amount equal to the Rollover Pro-Rata Share of the Incremental Capital.
In connection with the purchase of the CCUR Investor Units, the parties will work together in good faith to negotiate an appropriate release by the Rollover Member and the Company of the CCUR Investor and its Affiliates mutually agreeable to the CCUR Investor and the Rollover Member (which release, for the avoidance of doubt, shall not include a release with respect to such purchase documentation).
The Rollover Member is acquiring the Consideration Shares as principal for his own account and not for the account or benefit of anyone other than such Rollover Member.
At Closing, each Rollover Member will deliver to the Purchaser executed stock powers in blank with respect to the Consideration Shares (the “Stock Powers”) to secure the foregoing obligation.