Seller Operating Agreement definition

Seller Operating Agreement means Seller’s Operating Agreement as in effect at the time of Closing.

Seller Operating Agreement means that certain limited liability company agreement of Sound Inpatient Holdings, LLC (f/k/a Excelsis Holdings, LLC and f/k/a Hospitalist Holdings, LLC), dated as of July 12, 2005, as amended by that certain First Amendment, dated as of February 15, 2006, as amended by that certain Second Amendment, dated as of February 15, 2007, as amended by that certain Third Amendment, dated as of November 16, 2011, as amended by that certain Fourth Amendment, dated as of May 9, 2012, as amended by that certain Fifth Amendment, dated as of October 17, 2013, as amended by that certain Sixth Amendment, dated as of June 12, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time in a manner that would not have an adverse effect on any Person’s ability to consummate the transactions contemplated hereby).

Seller Operating Agreement means the Third Amended and Restated Operating Agreement of Seller, as amended prior to the date hereof.

Examples of Seller Operating Agreement in a sentence

• Seller has delivered to Buyer complete and correct copies of the organizational documents of each member of the Company Group (including the Seller Operating Agreement), in each case, as amended and in effect on the date hereof.

• The Seller has obtained the Seller Member Approval in accordance with the terms of the Seller Operating Agreement.

• The Distribution made by Seller to each Rollover Equityholder shall be deemed a distribution of assets to such Rollover Equityholder pursuant to Section 7.2 of the Seller Operating Agreement, and shall appropriately reduce the cash distributions otherwise payable to such Rollover Equityholder in respect of the Estimated Purchase Price under Section 7.2 of the Seller Operating Agreement, when and as paid by Seller.

• For purposes of determining the value of the Distribution made by Seller to each Rollover Equityholder, each Rollover Share shall be deemed to have a Fair Market Value (as such term is defined in the Seller Operating Agreement) as of the time of such Distribution equal to the Per Share Price.

• Except as set forth on Schedule 4.02(a), to Seller’s Knowledge and ProfitMark’s Knowledge, none of ProfitMark, HMTS nor any of the Economic Interest Holders is a party to or is bound by any agreement other than the Seller Operating Agreement affecting or relating to such Person’s right to transfer or vote such Person’s Membership Interest or Economic Interest.

More Definitions of Seller Operating Agreement

Seller Operating Agreement has the meaning set forth in Section 2.1(d).

Seller Operating Agreement means that certain Limited Partnership Agreement of Seller, dated as of November 8, 2012, among SRP PrimeStar, as a limited partner, PAF VI, as a limited partner, and General Partner, as a general partner, as amended pursuant to that certain Amendment to Limited Partnership Agreement of Seller, dated as of February 7, 2013 by and among SRP PrimeStar, PAF VI and General Partner, as the same may be amended, amended and restated or otherwise modified from time to time in accordance with the terms of this Agreement.

Seller Operating Agreement means Seller’s Third Amended and Restated Operating Agreement dated August 2018, as amended on July 16, 2020, as in effect at the time of Closing.

Seller Operating Agreement as defined in Section 6.5.

Seller Operating Agreement with respect to the Seller, shall mean the limited liability company agreement governing the rights and obligations of its members.

Seller Operating Agreement means the Amended and Restated Memorandum and Articles of Association dated as of the date hereof.

Seller Operating Agreement means the Fourth Amended and Restated Operating Agreement of Silicon Therapeutics LLC, dated as of July 2, 2020, as may be amended or amended and restated.