DMRC definition
Examples of DMRC in a sentence
The Survivor also shall in good faith modify the definition of DMRC Shares and make such amendments to Section 11.1 hereof so as to approximate the existing rights and obligations set forth in Section 11.1 hereof as closely as reasonably possible.
Following any Termination of Service, Grantee will remain entitled to all rights applicable to the vested LTIP Units (after taking into account those LTIP Units that vest pursuant to Section 4(a) or 4(b) above) under the LLC Agreement, including the right to conversion of LTIP Units into Common Units upon achieving Common Unit Parity and the right to exchange vested Common Units for DMRC Shares.
Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of DMRC Shares or options, warrants or other rights relating thereto, and which a holder of Units could have acquired had such Units been exchanged immediately prior to such merger or consolidation.
The Series A Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of DMRC or the Company at the option of any holder of Series A Preferred Units.
The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the DMRC Shares Amount and Conversion Factor for a Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible.
For the purposes of this Section D, (x) a consolidation or merger of the Company or DMRC with one or more entities, (y) a statutory share exchange by the Company or DMRC and (z) a sale or transfer of all or substantially all of the Company’s or DMRC’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company or DMRC.
The management of the Company is fully reserved to the Managing Member, who is DMRC.
Except as required by law, DMRC, in its capacity as the holder of the Series A Preferred Units, shall not be entitled to vote at any meeting of the Members or for any other purpose or otherwise to participate in any action taken by the Company or the Members, or to receive notice of any meeting of the Members.
Grantee will receive no payment from the Company or DMRC in connection with the forfeiture of any LTIP Units, including any distribution or payment in respect of ▇▇▇▇▇▇▇’s Capital Account, if any, relating to the forfeited LTIP Units.
Neither the granting of the LTIP Units, nor this Award Agreement, constitutes or evidences any agreement or understanding, express or implied, that Grantee has a right to continue to provide services as an officer, director, employee, consultant, or advisor of the Company, DMRC, or any Affiliate for any period of time or at any specific rate of compensation.