KELP Agreement definition

KELP Agreement means the limited partnership agreement of the KELP, as amended and/or restated from time to time.

KELP Agreement means the Third Amended and Restated Limited Partnership Agreement of the KELP, effective as of the Effective Date, as amended and/or restated from time to time.

KELP Agreement means the Amended and Restated Limited Liability Company Agreement of the KELP, in a form to be reasonably agreed upon by Purchaser, OMAM, the Company and the Sellers and including, among other things, the incorporation of the terms in the Term Sheet applicable thereto.

Examples of KELP Agreement in a sentence

• The KELP shall exercise its right to require OMAM to purchase such Interest by providing written notice from the KELP to the Company and OMAM no later than three (3) Business Days following such KELP Partner having exercised such right and during the same Trading Window as that Trading Window during which such KELP Partner has exercised his or her right under Section 8.4(b)(i)(A) of the KELP Agreement.

• For the avoidance of doubt, nothing in this Section 8.4(a) shall be deemed to increase the 4% per Trading Window limitation on the put rights of KELP Partners under Section 8.3 of the KELP Agreement).

• With respect to clauses (i) and (iii) above, (a) all of such KELP Partner’s KELP Points shall be deemed forfeited by such KELP Partner to the KELP and redeemed from such KELP Partner by the KELP for no consideration pursuant to Section 8.4(a) of the KELP Agreement and (b) the KELP’s Interest in the Company corresponding to the percentage of the KELP then owned by such KELP Partner shall be deemed forfeited by the KELP to the Company and redeemed from the KELP by the Company for no consideration.

• Notwithstanding anything to the contrary in this Agreement or the KELP Agreement, at such time as a KELP Partner is no longer employed by the Company for whatsoever reason or no reason, such KELP Partner shall automatically cease to have any voting, approval or consent rights in the KELP that such KELP Partner may otherwise have had.

• The purchase price for such Interest shall be equal to the purchase price determined pursuant to Section 8.3 of the KELP Agreement.

• Except as otherwise provided herein, whenever this Agreement refers to an employee of or consultant to the Company, such reference shall be deemed to include any person that is an employee of or consultant to a subsidiary of the Company, provided that no consultant to the Company or any subsidiary of the Company shall have voting rights under this Agreement or the KELP Agreement.

• The KELP shall exercise its right to require the Company to purchase such Interest by providing written notice from the KELP to the Company and such KELP Partner within 10 days following the KELP’s receipt of written notice from such KELP Partner pursuant to Section 8.3 of the KELP Agreement.

• Except as otherwise provided herein, whenever this Agreement refers to an employee of or consultant to the Company, such reference shall be deemed to include any person that is an employee of or consultant to a subsidiary of the Company; provided, that no consultant to the Company or any subsidiary of the Company shall have voting rights under this Agreement or the KELP Agreement.

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• Each Transaction Document other than those described above shall have been executed and delivered by each party thereto (other than the Sellers, the Company and the KELP, as applicable, and each party to the KELP Agreement) and shall be in full force and effect.

More Definitions of KELP Agreement

KELP Agreement means the amended and restated partnership agreement dated January 2, 2008, as further amended January 1, 2011, with respect to KELP;

KELP Agreement means the Third Amended and Restated Limited Partnership Agreement of Acadian KELP LP dated as of February 26, 2018, as amended from time to time.