Examples of EBS Master in a sentence
Any and all increases to Executive’s base salary (as it may be increased, the “Base Salary”) shall be determined by the Board of Directors of EBS Master LLC (the “Board”) (or such committee as may be designated by the Board) in its sole discretion.
If to the Company, EBS Master or the Plan Member, addressed to it at: 0000 Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: General Counsel With copies (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx X.
The parties each acknowledge and agree that no Class B Shares may be Transferred unless a corresponding number of units of EBS Master are Transferred therewith (including any issuances or transfers of Class B Shares, held in treasury or otherwise, by the Company or any of its Subsidiaries) and that the Company will not register any Transfer of Class B Shares that does not satisfy this Section 6.5.
Notwithstanding the foregoing, (i) the Company, (ii) GA Stockholders holding Shares with a majority of the Voting Power of all Shares then held by the GA Stockholders and (iii) HF Stockholders holding Shares with a majority of the Voting Power of all Shares then held by the HF Stockholders, may amend this Agreement pursuant to Section 2.3 of the Reorganization Agreement (as defined in the Amended EBS Master LLC Agreement) without the consent of any other Person.
It was developed by Scott (2008) after Schendel (1994) for the purposes of the EBS Master of Business Administration (MBA).
Section 4.3 of the Emdeon Disclosure Schedule sets forth, as of the date hereof and immediately prior to giving effect to the transactions contemplated hereby, the members of EBS Master and the number of units of EBS Master held by such members.
Promptly after the date hereof, HLTH shall assign to WebMD, and WebMD shall assume from HLTH, all of HLTH’s right, title and interest in, and benefits and obligations under, that certain Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC, and the parties defined therein as the Business Services Entities.
As used in this Section 12, the term “Corporation” means the Corporation and/or any of its Subsidiaries, and any reference to the stockholders of the Corporation will be deemed to include the members of EBS Master LLC.
Prior to adjustment pursuant to Section 2.3, and subject to Section 2.2(e) and Section 2.2(f), the aggregate merger consideration payable for the issued and outstanding Company Units and Options (the “Merger Consideration”) shall be (i) cash in an amount equal to $75,000,000 (the “Base Cash Consideration”), plus (ii) 1,850,000 EBS Master Units (the “Base EBS Master Units”).
At the Closing, the Emdeon Entities shall deliver to the Escrow Agent under the Escrow Agreement, for deposit into an escrow fund on behalf of the Company Member Equity Recipients, $4,750,000 of the Base Cash Consideration (the “Escrowed Cash”) and 758,000 of the Base EBS Master Units (the “Escrowed EBS Master Units”), and, together with the Escrowed Cash, the “Escrowed Consideration”) that, in each case, was otherwise payable to the Company Member Equity Recipients.