All requisite approvals of the owners of the outstanding Membership Units of GHX necessary under the Formation Agreement and the LLC Agreement (i) to approve the Exchange, the Formation Agreement Amendment, the LLC Agreement Amendment and the Accession Agreement and (ii) to admit the Stockholder as a member of GHX have been obtained.
The Stockholder acknowledges that it has read the Formation Agreement, the Formation Agreement Amendment, the LLC Agreement and the LLC Agreement Amendment and understands that such documents contain (a) substantial restrictions that prohibit transfers of Exchange Units except in limited circumstances and (b) prohibitions on GHX's ability to distribute profits or make other distributions or payments to its members except in limited circumstances.
GHX has taken all limited liability company actions necessary to authorize it to enter into and to perform this Agreement, the Formation Agreement Amendment, the LLC Agreement Amendment and the Accession Agreement and to consummate the transactions contemplated hereby and thereby.
Simultaneously, pursuant to the LLC Agreement Amendment, InfraREIT LLC is cancelling a number of Common Shares equal to the number of Class A Units to be cancelled in the foregoing sentence, with such cancellations allocated among the holders of Common Shares in the manner set forth in the LLC Agreement Amendment.
Ancillary Agreements means the LLC Agreement Amendment, the Shareholders Agreement Deed of Adherence and the Guaranty Indemnity.