Examples of EBS Master LLC Agreement in a sentence
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.
For the avoidance of doubt, nothing in this Section 6.1(c)(i) shall impair the right of a holder of Class B Common Stock and Units to exchange such Class B Common Stock and Units pursuant to Section 3.7 of the EBS Master LLC Agreement.
In the event of a conflict between any term or provision contained herein and a term or provision of the EBS Master LLC Agreement, the applicable terms and provisions of the EBS Master LLC Agreement will govern and prevail.
Capitalized terms used and not otherwise defined herein shall have the meaning given the them in the EBS Master LLC Agreement.
The Company notes supplementally that each of the Fifth Amended and Restated EBS Master LLC Agreement, the Stockholders Agreement, the Tax Receivable Agreements, General Atlantic’s and H&F’s Investment and Use of Proceeds and Indemnification Agreements are the types of agreements that are not available from unaffiliated third parties and, by their nature, are related party agreements.
In the event of a conflict between any term or provision contained herein and a term or provision of the EBS Master LLC Agreement, the applicable terms and provisions of the EBS Master LLC Agreement will govern and prevail; and the Managing Member has full discretion to interpret and administer this Agreement and its judgments are final.
The Holder shall be the record owner of the EBS Units unless and until such EBS Units are forfeited pursuant to Section 2 hereof and as record owner shall be entitled to all rights of a holder of EBS Units; provided, that the EBS Units shall be subject to the limitations on transfer and encumbrance set forth in this Agreement and the EBS Master LLC Agreement.
Nothing in this Agreement shall restrict in any way the adoption of any amendment to the EBS Master LLC Agreement in accordance with its terms.
For the avoidance of doubt, the transfer restrictions in this Section 7 are in addition to, and shall not in any way modify, the transfer restrictions applicable to the Initial Unit Securities or the Initial Option Securities contained in the Stockholders Agreement, the EBS Master LLC Agreement, the Emdeon Inc.