Management Subscribers definition
Examples of Management Subscribers in a sentence
Except in respect of the applicable portions of Fee Revenue and Balance Sheet Management Proceeds in which the Wafra Management Subscribers do not participate with respect to (x) Excluded Assets as set forth above or (y) any Joint Venture Management Entity, Colony Capital and CCOC shall cause each Digital Colony Management Party and any current or future Entity that receives or is entitled to receive Fee Revenue or Balance Sheet Management Proceeds to be owned, directly or indirectly, 100% by DCMH.
Any payments or recovery in connection with any such breaches by the Wafra Management Subscribers shall be grossed up to the extent necessary and appropriate to take into account the Ownership Interests held by the Wafra Management Subscribers at the time such amounts are paid or recovered such that the amount the Wafra Management Subscribers are entitled to receive in the aggregate would not be reduced due to ownership of the Ownership Interests.
Any amounts paid or distributed to the Wafra Management Subscribers in connection with a Redemption Event shall be treated as a payment to a retiring partner in accordance with Section 736(b) of the Internal Revenue Code of 1986, as amended.
DCMH will reasonably cooperate with the Wafra Management Subscriber to acquire, at the Wafra Management Subscribers’ sole expense, with the Wafra Management Subscribers as named beneficiaries, key person insurance over such individuals as the Wafra Management Subscribers may reasonably request from time to time following the Closing.
Following receipt of a Drag-Along Notice, the Wafra Management Subscriber(s) holding Ownership Interests shall be obligated to sell to the Purchaser the Wafra Dragged Interests at the same time as the Drag-Along Sellers to the Purchaser.
DCMH shall make customary knowledge qualified representations and warranties to the Wafra Management Subscribers (without any indemnification obligations in respect thereof) to allow the Wafra Management Subscribers to make representations and warranties related to any Digital Colony Management Parties in connection with any such Transfers.
Subject to Section 4.5, such Wafra Management Subscriber(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of such Tagging Interest to the Purchaser.
This vote shall represent all the Shares held by the Management Subscribers.
For example, if the Management Subscribers hold in aggregate 2,000 Shares, the Management Representative shall vote the entirety of the 2,000 Shares based on the will of the majority (in holdings of Shares) of the Management Subscribers.
For the avoidance of doubt, the Wafra Management Subscribers shall only be permitted to participate directly in any such IPO to the extent Colony Capital (or its Affiliates other than the IPO entity) is selling secondary shares therein (and then on a pro rata basis based on their respective Ownership Interests in relation to the shares sold by Colony Capital).