Successor TRA Representative Sample Clauses
The "Successor TRA Representative" clause defines the process for appointing a new representative to manage the responsibilities and rights under a Tax Receivable Agreement (TRA) if the original representative is unable or unwilling to continue. Typically, this clause outlines the conditions under which a successor can be named, who has the authority to make such an appointment, and the procedures for notifying relevant parties. Its core practical function is to ensure continuity in the administration of the TRA, preventing disruptions or uncertainty in the agreement’s management if the original representative can no longer serve.
Successor TRA Representative. If at any time the TRA Representative is unable or unwilling to serve in such capacity, the person then-serving as the TRA Representative shall be entitled to appoint its successor. If the TRA Representative fails to appoint a successor that will serve as of the effective date of the termination of the then-serving TRA Representative’s tenure, the Corporation shall be entitled to appoint the successor. In either case, such successor shall be subject to the approval of the TRA Holders who would be entitled to receive at least fifty percent (50%) of the total amount of the Early Termination Payments that would be payable to all TRA Holders if the Corporation had exercised its right of early termination under Section 3.01(a) on the date of the most recent Exchange as of the effective date of the resignation of the then-serving TRA Representative. If such successor does not receive the requisite approval, the Corporation and the TRA Holders shall attempt to resolve the matter in good faith. If no such resolution has occurred by the earlier of (i) 90 days following the termination of tenure and (ii) five (5) days before a TRA Representative will be required to take an action or make a decision under this Agreement, the Corporation shall be entitled to appoint the successor, who shall serve as the TRA Representative.