Examples of Wayzata Funds in a sentence
Immediately prior to the execution and delivery of this Agreement, there are no Common Units issued and outstanding other than the Common Units issued the Wayzata Funds as set forth on the Schedule of Members to the LLC Agreement at the Effective Time (prior to giving effect to this Agreement).
The Company shall be solely responsible for the documentary and transfer taxes and any sales or other similar taxes, if any, imposed on the sale and transfer by the Wayzata Funds of the Over-Allotment Units to the Corporation under this Agreement, as well as any deficiency, interest or penalty asserted with respect thereto.
The Corporation shall pay the Over-Allotment Consideration to the Wayzata Funds ratably in the same proportion as the Wayzata Funds are selling to the Corporation the Over-Allotment Units.
Between the date hereof and each of the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Wayzata Funds shall not sell, transfer, pledge or otherwise hypothecate any additional Common Units or any rights to any Common Units; provided that the Wayzata Funds may participate in the stock split contemplated by the LLC Agreement and may deliver Common Units to the Company or to the Corporation in accordance with this Agreement.
From time to time after the date of this Agreement, the Corporation shall deliver or cause to be delivered to the Company and the Wayzata Funds such further documents and instruments and shall do and cause to be done such further acts as the Company and the Wayzata Funds shall reasonably request to carry out more effectively the provisions and purposes of this Agreement.
Halloran (“Mr. Halloran” and together with the Investment Manager and the Wayzata Funds, collectively, the “Reporting Persons”) serves as the manager of the Investment Manager and controls MAP Holdings LLC, which is the majority member of the Investment Manager.
In order for any of the Wayzata Funds or any LLC Option Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto.
The Over-Allotment Closing shall be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at the time and date on which all the conditions set forth in Article VII have been satisfied or waived, or at such later time and date as the Corporation and the Wayzata Funds shall agree in writing (such time and date, the “Over-Allotment Closing Date”).
TERMINATION If the conditions set forth in Article VII are not satisfied or waived on or before the completion of the IPO or if the Registration Statement is withdrawn for any reason prior to that date, this Agreement shall become null and void and be of no further force or effect whatsoever and none of the Company, the Wayzata Funds or the Corporation shall have any further obligations hereunder or with respect hereto.
The Investment Manager has the power to direct the voting and disposition of the securities reported herein as owned of record by the Wayzata Funds.