Examples of XXX LLC Agreement in a sentence
An Independent Director’s right to defer the Participant’s Compensation ceases when he/she retires, dies or otherwise terminates the Participant’s services to the Company as an Independent Director.
Except as set forth in the XXX LLC Agreement, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities.
At the Closing, Buyer and Tallgrass Holdco will approve and ratify, with such approval and ratification effective as of immediately following the Closing, as a member of the Company in accordance with the XXX LLC Agreement, the Company’s entering into the letter agreement in the form of Exhibit D attached hereto.
The Subject Interest is not subject to any agreements or understandings with respect to the voting, transfer or other rights and obligations of any of the Subject Interest (except as contemplated by this Agreement, the XXX LLC Agreement, including, without limitation, the ROFR, and restrictions under applicable federal and state securities laws).
Except for this Agreement, the Purchase Agreement, the XXX LLC Agreement and the Side Letter, to Assignor’s Knowledge, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company.
With effect from and after such assignment, Assignee hereby agrees to assume and discharge, when due, any and all obligations arising under the XXX LLC Agreement with respect to the Subject Interest after the Closing (the “Assumed Obligations”).
The execution of this Agreement by Seller and Tallgrass Holdco is deemed to be delivery of a transfer notice to Tallgrass Holdco, as an Optionee (as defined in the XXX LLC Agreement), pursuant to the ROFR and an irrevocable election by Tallgrass Holdco, as an Optionee, to exercise the ROFR with respect to its proportionate share of the Subject Interest on the terms and conditions set forth herein.
The Subject Interest has been duly authorized and is validly issued, fully paid (to the extent required under the XXX LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act).
Except for this Agreement, the XXX LLC Agreement and the Omnibus Agreement, to Tallgrass Holdco’s Knowledge, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company.
If P66 Holdco does not elect to exercise the ROFR for its proportionate share of the Subject Interest, then the Optionees will have failed to purchase the entire Subject Interest pursuant to the terms and conditions of Section 7.1.3 of the XXX LLC Agreement, and Seller shall be entitled to consummate the sale to Tallgrass Holdco, as Transferee (as defined in the XXX LLC Agreement), of 100% of the Subject Interest pursuant to the terms of this Agreement.