Caliburn definition
Examples of Caliburn in a sentence
The following third party open source components are also used – Nhibernate, Fluent NHibernate, Caliburn, CastleProject, Auotmapper, Apache Logging Services, NewtonSoft JSon, Fluent Validation, Notify Property ▇▇▇▇▇▇, Heredar, Open VPN and Graph.
The undersigned Member hereby transfers to Holdings or Caliburn (as specified in the Exchange Agreement) the number of Common Units and surrenders for cancellation the number of shares of Class B Common Stock set forth below in exchange for shares of Class A Common Stock to be issued in its name as set forth below (or in the name of a designee as may be set forth below) or cash, to the extent elected by Caliburn.
Each of the Selling Members hereby represents and warrants to Caliburn that such Selling Member will have good and valid title to the Purchased Units free and clear of all liens, and is the record and beneficial owner thereof.
For the avoidance of doubt, in no event shall the Members holding Common Units be entitled to receive in such Caliburn Offer aggregate consideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Caliburn Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).
Caliburn may at its sole discretion reduce the Stock Amount or the Cash Settlement Amount paid to a Member in an Exchange in an amount that corresponds to the amount of the required withholding described in the immediately preceding sentence and all such amounts shall be treated as having been paid to such Member.
Immediately prior to the execution of this Agreement, Caliburn formed Merger Sub, as its wholly-owned subsidiary, in order to effectuate the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Merger described in Section 2.1(e)(ii).
In connection therewith, such Member shall provide Caliburn with such information in its possession as Caliburn may reasonably request in connection with the removal of any such legend.
In all other cases, Holdings shall effect the Exchange and, at the time of the Closing of any such Exchange, unless provided for otherwise, Caliburn shall contribute to Holdings the number of shares of Class A Common Stock or the Cash Settlement Amount that such Member is entitled to receive in the Exchange and Caliburn shall be issued Common Units in an amount equal to the value of its contribution to Holdings.
Caliburn shall be entitled to deduct and withhold from any payment made to a Member pursuant to any Exchange consummated under this Agreement all Taxes that Caliburn is required to deduct and withhold with respect to such payment under the Code (or any other provision of applicable Law), including, without limitation, Section 1446(f) of the Code.
This Agreement (including any annexes, schedules or supplements hereto) may be amended, supplemented, waived or modified only in writing by Holdings and a majority in interest of the Members (other than Caliburn and its subsidiaries) in accordance with their holdings of Common Units; provided that no amendment may adversely affect the rights of a Member (other than Caliburn and its subsidiaries) in any material respect without the written consent of such Member.