Examples of MSD Member in a sentence
Each of the WME Member, the SL Member, the KKR Member, the Xxxxxxxx Member, the January Capital Member and the MSD Member, for so long as such Member continues to own Units equal to at least the Ownership Minimum, shall be entitled to designate one (1) individual to be a Board observer (each, an “ Board Observer”); provided, that the Board Observers designated by the Xxxxxxxx Member and the January Capital Member may not be employees of the Company or any of its Subsidiaries.
The Company and each Member shall treat the purchase of the Class P Units by the MSD Member in the same manner as the purchase of the Parent Membership Interests as described in Section 6.6(g)(i)(E) of the Purchase Agreement and thus as giving rise to an adjustment to basis pursuant to Section 743 of the Code to the MSD Member, consistent with the first sentence of this Section 8.07.
Notwithstanding anything in this Agreement to the contrary, in no event shall any Member (other than the MSD Member), and each such Member shall cause its affiliated investment funds not to, acquire (whether by purchase, transfer or otherwise) any Class P Units at any time following the Restatement Date.
Each Member (other than the WME Member, the SL Member, the KKR Member, the MSD Member, the Xxxxxxxx Member, the January Capital Member and the Xxxx Xxxxx Member) hereby appoints the Company as such Member’s attorney-in-fact (with full power of substitution) and hereby authorizes the Company to execute and deliver in such Member’s name and on its behalf any amendment of this Agreement or other document relating hereto in furtherance of such Member’s rights and obligations pursuant to this Agreement.
Any amendment to Section 8.01(f) or Annex B shall require the approval of the MSD Member to the extent that such amendment disproportionately adversely affects the rights of the MSD Member relative to the rights of the other Members, and any amendment to this Agreement that disproportionately adversely affects the rights of the holders of any Warrants relative to the Class A Common Members shall require the approval of the MSD Member.
The WME Member, the SL Member, the KKR Member, the Xxxxxxxx Member, the January Capital Member and the MSD Member shall each be entitled to replace the Board Observer designated by them at any time and from time to time.