TRA Representative definition

TRA Representative means Xxxxx Xxx or, if Xxxxx Xxx is unable or unwilling to serve as the TRA Representative, the person designated pursuant to Section 5.06(d).

TRA Representative means, initially, Current Aggregator 1 LP, a Delaware limited partnership, and thereafter such other party designated by the TRA Parties; provided, however, that the TRA Parties may not designate any party listed on Schedule E as the TRA Representative without the prior written consent of the Corporation.

TRA Representative means Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx; provided, however, that if none of Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx continue to hold any rights to receive payments under this Agreement, then such Person that holds such rights which are derived from the majority of Common Units subject to this Agreement (the number of Common Units subject to this Agreement shall be determined at the time of the Business Combination) shall be the TRA Representative.

Examples of TRA Representative in a sentence

• The Corporation shall appoint one arbitrator and the TRA Representative shall appoint one arbitrator (with the appointment being subject, in each case, to the reasonable objection of the other party), and the parties shall jointly appoint the third arbitrator.

• The Corporation shall pay, or to the extent the TRA Representative pays, indemnify and reimburse, to the fullest extent permitted by applicable law, the TRA Representative for all costs and expenses, including legal and accounting fees (as such fees are incurred) and any other costs arising from claims in connection with the TRA Representative’s duties under this Agreement; provided, that the TRA Representative must have acted reasonably and in good faith in incurring such expenses and costs.

• The Corporation shall notify the TRA Representative of, and keep the TRA Representative reasonably informed with respect to, the portion of any audit of the Corporation and the Company by a Taxing Authority the outcome of which is reasonably expected to affect the TRA Holders’ rights and obligations under this Agreement.

• Notwithstanding anything to the contrary in this Agreement, the TRA Representative shall represent the interests of any TRA Holder(s) in any Dispute and no TRA Holder shall individually have the right to participate in any proceeding.

• The Corporation may rely upon any decision, act, consent, or instruction of the TRA Representative as being the decision, act, consent, or instruction of each TRA Holder.

More Definitions of TRA Representative

TRA Representative means Penelope Group Holdings GP, LLC or any Person selected by a majority of the TRA Parties pursuant to Section 7.12(a) of this Agreement.

TRA Representative means Padraic Spence or, if he is unable or unwilling to serve as the TRA Representative, the person designated by him from time to time to serve as the TRA Representative. If Padraic Spence is unable to designate a TRA Representative, Wonill Kim shall serve as the TRA Representative or designate another person to serve.

TRA Representative means, with respect to those listed in Annex C, SP SS Aggregator, LLC, a Delaware limited liability company; with respect to those listed in Annex D, SS Management Aggregator, LLC, a Delaware limited liability company.

TRA Representative is defined in the Tax Receivable Agreement (Exchanges). For the avoidance of doubt, there shall be only one TRA Representative at any time.

TRA Representative means Xxxxxxx Xxxxxxxxx or, if she is unable or unwilling to serve as the TRA Representative, Xxxxx Xxxxxxx or, if he is unable or unwilling to serve as the TRA Representative, Xxxxx Xxxxxx. If none of Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx or Xxxxx Xxxxxx is able or willing to serve as the TRA Representative, or if the Corporation determines in good faith that it is in the TRA Holders’ best interests to replace the then-serving TRA Representative, the Corporation shall notify the TRA Holders and give them 45 days to elect a new TRA Representative by majority vote based on Units held directly or indirectly by the TRA Holders (or such TRA Holder’s predecessor(s)) immediately before the IPO Date. The Corporation shall have the right (but not the obligation) to determine the rules and procedures that will govern the election process. If the TRA Holders are unable to elect a TRA Representative within 45 days of receipt of notice from the Corporation, the Corporation shall appoint a TRA Holder to serve as the TRA Representative. For the avoidance of doubt, there shall be only one TRA Representative at any time. Solely for the purposes of this definition, the term “TRA Holder” shall mean the Persons who are TRA Holders under both this Agreement and the Other Tax Receivable Agreements.

TRA Representative means [●] or, if it is unable or unwilling to serve as the TRA Representative, the person designated pursuant to Section 5.07(d).

TRA Representative means Xxxxx Xxxxxxx or, if he is unable or unwilling to serve as the TRA Representative, the person designated by him from time to time to serve as the TRA Representative. If Xxxxx Xxxxxxx is unable to designate a TRA Representative, [•] shall serve as the TRA Representative or designate another person to serve.