Examples of Xxxx Members in a sentence
If after 30 days after the determination of the Fair Market Value, the Xxxx Members decline to purchase such Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units, the Suiza Member shall have the right, but not the obligation, to offer to sell to the Company all (but not less than all) its Units and/or the Series A Preferred Units and/or Series B Convertible Preferred Units or Franklin Stock at Fair Market Value.
Notwithstanding anything to the contrary elsewhere herein, Sections 7.2 and 7.3 shall not apply to prevent the Xxxx Members from exercising their rights under this Section 11.6. For purposes of this Section 11.6 and with respect to the Xxxx Members’ drag along rights as set forth herein, “Suiza Members” shall be deemed to include any employee optionee who exercises options to acquire Units pursuant to Company option plans.
If any or all of the Suiza Members, the Xxxx Members or other holders of Series B Convertible Preferred Units fail to exercise fully such preemptive right within such 30-day period, the Company will have 60 days to sell the new Units or Preferred Units at no less than 95% of the price set forth in the New Units Notice and otherwise upon substantially the same terms specified in the New Units Notice.
After the fourth anniversary of the Closing Date, the Xxxx Members shall be permitted to sell all or less than all of their Units, Series A Preferred Units or Series B Convertible Preferred Units, subject to Section 11.5. For purposes of this Article XI, the term “transfer,” when used with respect to any Units and/or Preferred Units, includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or any other disposition.
To the extent the Suiza Member does not have rights under Section 11.5 in respect of such sale, the Xxxx Members may exercise their election to require the Suiza Member and all other Members to participate in such sale at any time.
From and after the Lockout Date, NYSTRS may Transfer all of its Company Interest, subject to the provisions of Section 8.3(b), to any person, firm, corporation or entity, provided any such assignee assumes the obligations to be performed by NYSTRS hereunder, and provided further that the Xxxx Members approve any such Transfer, such approval not to be unreasonably withheld or delayed.
For purposes of this Section 8.6, the Xxxx Members shall be considered a single Member.
Any amendment to this Agreement shall be effective only if such amendment is evidenced by a written instrument duly executed and delivered by (a) the holders of a majority of the Units held by the Xxxx Members, (b) the Managing Member and (c) the Vestar Member, and with respect to the Parent, the Company and the relevant Xxxx Member.
NYSTRS, and the Xxxx Members acting as a single group, shall each elect one (1) member (the “NYSTRS Committee Member” and the “Xxxx Committee Member”, respectively) of a management committee (the “Management Committee”) , which shall consist of two (2) members total.
Whenever any action or consent (but not any forbearance) is required to be taken or given by the Xxxx Members, the action or consent of the Xxxx Representative shall be considered the act or consent of all the Xxxx Members, and the Vestar Member and the Managing Member shall be protected in relying on such act or consent.