Solaris LLC definition
Examples of Solaris LLC in a sentence
Except as otherwise provided herein or in the Solaris LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Solaris LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
In its capacity as the sole managing member of Solaris LLC, the Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Solaris LLC and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).
Immediately following any closing of the issuance and sale of shares of Optional Securities pursuant to any exercise of the Option, the Company shall contribute all of the net proceeds received pursuant to such Option exercise to Solaris LLC in exchange for a number of Solaris Units equal to the number of shares of Securities issued and sold pursuant to such Option exercise.
The Company will enter into a tax receivable agreement (the “Tax Receivable Agreement” and together with the Solaris LLC Agreement, the “Transaction Documents”) with the Members and certain permitted transferees.
The limited liability company agreement of Solaris LLC will be amended and restated (as amended and restated, the “Solaris LLC Agreement”) to, among other things, (i) recapitalize the membership interests in Solaris LLC to consist solely of a single class of units in Solaris LLC (the “Solaris Units”).
Upon consummation of the Offering contemplated by this Agreement, the Company will (i) contribute the net proceeds of the Offering to Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (“Solaris LLC”), in exchange for units of membership interest in Solaris LLC and (ii) become the sole managing member of Solaris LLC.
Immediately following the initial closing of the Offering, the Company shall contribute to Solaris LLC all of the net proceeds received by the Company in connection with such initial closing and 32,365,823 shares of Class B common stock (“Class B Common Stock”) in exchange for the issuance of 10,100,000 Solaris Units.
Prior to giving effect to the transactions contemplated by this Agreement, the Company owns 50.3% of the issued and outstanding Solaris LLC Units and the entities listed on Schedule E hereto are the only direct or indirect subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) of the Company (references herein to “Subsidiaries” refer to the Company’s indirect and direct subsidiaries as listed on Schedule E).
Immediately following the initial closing of the Offering, the Company shall contribute to Solaris LLC all of the net proceeds received by the Company in connection with such initial closing and [•] shares of Class B common stock (“Class B Common Stock”) in exchange for the issuance of [•] Solaris Units.
For the avoidance of doubt, the exchange, redemption or conversion of any or all of the Class B Common Stock or Solaris LLC Units into or for Class A Common Stock in one or more transactions will not constitute a Class A Class A Common Stock Change Event.