BRS Units definition
Examples of BRS Units in a sentence
All of the Other Members shall have the opportunity to participate in any purchase of the BRS Units and the BRS Loans, and the assumption of the BRS Loan Commitment, pursuant to any Other Members First Offer Election under Section 1.2(b) hereof.
At the Closing of any sale to the Company or the Other Members, BRS shall deliver to the purchaser(s) an assignment of the BRS Units duly endorsed and all other documents or instruments sufficient to transfer all legal right, title and interest of BRS in the BRS Units to the purchaser(s), free and clear of any claims, liens or encumbrances.
Meetings of the Members may be called by (i) the Board, (ii) the holders of a majority of the BRS Units or (iii) the holders of a majority of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Units.
BRS desires to enter into certain agreements relative to the purchase and sale of the BRS Units under certain circumstances.
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of each party and their respective heirs, personal representatives, successors and assigns; provided, however, that the benefits and obligations of BRS may not be assigned without the Company’s prior written consent, except that any transferee (or further transferee) of the BRS Units shall be entitled to the benefits of Sections 1.2(c), 1.4 and 4.2 hereof.
Transfers of the BRS Units may be made by BRS prior to the fifth anniversary of the date of this Agreement, or transfers of the BRS Units at any time without complying with the provisions of Section 1.2 hereof, may be made by BRS in accordance with the terms of the Operating Agreement.
Except for restrictions in the Operating Agreement, BRS has good and marketable title to the BRS Units, free and clear of any and all liens, security interests, restrictions, encumbrances, equities, options, claims, adverse claims, pledges and other limitations on the ownership or voting of, or ability to sell, transfer and convey, the BRS Units.
Such delivery by BRS shall be against the delivery by the Company or the Other Members of the purchase price for the BRS Units and the execution and delivery by the Company or the Other Members, as applicable, of any agreements, documents and instruments required pursuant to any Company First Offer Notice or Other Members First Offer Notice, as the case may be.
The closing of any purchase and sale of BRS Units under this Agreement involving the Company or the Other Members shall occur at the office of the Company or other location mutually agreeable to the parties thereto within thirty (30) days following the determination of the purchase price and satisfaction of all applicable conditions.
Any Other Members First Offer Election shall identify the participating Other Members and the allocation of the BRS Units, the BRS Loans and the BRS Loan Commitment among the Other Members.