Aggregator LLC Agreement definition
Examples of Aggregator LLC Agreement in a sentence
All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).
Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.
Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.
For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.
Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.
If the IPO Closing Date does not occur for any reason, then (a) this Agreement shall be null and void, and (b) Executive shall continue to own the Incentive Units subject to the Third Amended and Restated Aggregator LLC Agreement, the Second Amended and Restated LLC Agreement and the Incentive Unit Agreement.
Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement.
A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubco; provided, that any Member Exchange Notice (as defined in the Aggregator LLC Agreement) which occurs pursuant to Section 6.2(b)(iii) of the Aggregator LLC Agreement shall constitute a Redemption Notice hereunder.
In the event that Corresponding Aggregator Units are to be forfeited to, or repurchased by, Aggregator LLC pursuant to the Aggregator LLC Agreement, a Management Unit Agreement or such other similar agreement or arrangement, Aggregator LLC shall forfeit to the Company, or the Company shall repurchase, such Corresponding Company Units.
This Agreement, those documents expressly referred to herein and other documents dated as of even date herewith (including, for the avoidance of doubt, the Aggregator LLC Agreement and Holdings LLC Agreement) embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.