Examples of Target Operating Agreement in a sentence
The minute books and corporate records of Target have been maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects, including the Target Operating Agreement, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Target.
At Closing, the Class C Interests will be non-economic equity interests and will not entitle the holder thereof to receive any rights or benefits of, or share in any burdens or obligations with respect to, the Properties or to any revenues or proceeds attributable thereto, as further provided in the Fourth Amended and Restated Target Operating Agreement.
No Target Securityholder is a party to any voting trust, proxy, or other agreement or understanding with respect to the Target Securities, except the Target Operating Agreement.
The Manager shall be responsible for distributing the Purchase Price to the Sellers in accordance with the Target Operating Agreement, and the Sellers agree that the payment of the Closing Purchase Price to Manager at Closing shall fully satisfy Buyer’s obligations to pay such amounts to Sellers at Closing.
There are no other agreements among Target and Parent relating to or otherwise governing the issues reflected in the Target Operating Agreement.
As of the Effective Time, there are no voting trusts, proxies or similar agreements to which the Member is a party with respect to the voting of the Equity Interests of the Target or Contracts, arrangements, commitments, options, warrants, calls, rights or restrictions entered into by a Member with respect to its Equity Interest in Target relating to the sale, transfer, purchase or redemption of such Equity Interest except the Target Operating Agreement.
Parent will deliver to Buyer at least five (5) days prior to Closing correct and complete copies of the certificate of formation, certificate of good standing, or other charter documents of Target and the Target Operating Agreement, to the extent they exist (in each case amended to date).
Target is not in default under or in violation of any provision of its charter or the Target Operating Agreement, if any.
The Parties shall comply with, and have the rights and obligations set forth in, the Target Operating Agreement.
Except as set forth in the Target Operating Agreement, the Member has not granted to any Person any right of first refusal, preemptive right, subscription right or similar right with respect to such Member’s Target Ownership Interests.