CDLM definition
Examples of CDLM in a sentence
Upon Closing, Exhibit A will reflect that (a) the Class A Percentage Interests will be 95% (CDLM) and 5% (Plum) and (b) the Class B Percentage Interests will be 50% (CDLM) and 50% (Plum).
None of MWV’s Subsidiaries, CDLM LLC’s Subsidiaries or CDLM Inc.’s Subsidiaries is a foreign person within the meaning of Section 1445(f)(3) of the Code.
To the extent that (x) the Adjustment Amount is a positive amount, CDLM shall contribute an amount of cash to the Company equal to such positive amount (it being understood that such contribution shall not qualify as a Class A Capital Contribution or a Class B Capital Contribution) and (y) the Adjustment Amount is a negative amount, the Company shall pay CDLM an amount in cash equal to the absolute value of such negative amount.
At any time after the seventh (7th) anniversary of the date hereof, in its sole and absolute discretion, CDLM may, in accordance with the terms of this Section 12.1, elect to either (i) liquidate, dissolve and wind-up the business and affairs of JV1 and its Subsidiaries or (ii) purchase for cash all of the Class A Membership Interests then held by Plum or any of its Affiliates at a price equal to the fair market value of such Class A Membership Interests.
From and after the removal of CDLM as Managing Member pursuant to Section 4.6(a) or Section 4.6(c), Plum shall have the right to Transfer all of its Class B Membership Interests to a third party in a single arm’s length transaction and in connection therewith may exercise the Class B Drag-Along Rights described in Section 11.2(b).
CDLM is hereby appointed as the Managing Member and CDLM hereby accepts such appointment.
If within thirty (30) days after its receipt of the Proposed Fair Market Value, Plum does not give a written notice of dispute regarding the Proposed Fair Market Value (a “Fair Market Value Dispute Notice”) to CDLM, the Class A Members agree that the final determination of the fair market value of Plum’s Class A Membership Interests for purposes of this Section 12.1(c) (the “Final Determination”) shall be equal to the Proposed Fair Market Value.
In addition, CDLM at any time may Transfer its Class A Membership Interests to (A) a wholly-owned Affiliate of CDLM, (B) a non-wholly-owned Affiliate of CDLM for which CDLM retains both management and voting control of said Affiliate, or (C) any successor entity of CDLM; provided, however, that CDLM shall nonetheless remain responsible for the performance of all of its obligations hereunder.
If Plum gives a Fair Market Value Dispute Notice within such thirty (30) day period, the Class A Members shall use commercially reasonable efforts to resolve the dispute during the fifteen (15) day period commencing on the date CDLM receives the Fair Market Value Dispute Notice and if the Class A Members agree during said fifteen (15) day period on the fair market value of Plum’s Class A Membership Interest, then said fair market Value shall be the Final Determination for purposes of this Section 12.1(c).
CDLM LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to: (x) own, lease and operate the Timberlands titled in its name and to carry on its business as now being conducted; and (y) perform its obligations and consummate the Transactions.