Power Fund Equity means (i) the Shares issued to Power Fund pursuant to this Agreement and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a unit split, unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. As to any particular securities constituting Power Fund Equity, such securities shall cease to be Power Fund Equity when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force), (c) repurchased by the LLC or any Subsidiary, or (d) transferred to a Person other than a Permitted Transferee.
Examples of Power Fund Equity in a sentence
The Other Members may elect to participate in the contemplated Transfer with respect to the same class of Shares proposed to be Transferred by such holder of Power Fund Equity by delivering written notice to the Transferring Shareholder within 15 days after delivery of the Sale Notice, and failure to deliver any such notice shall be deemed a waiver of rights under this Section 9.4 with respect to such Transfer.
The Other Members may elect to participate in the contemplated Transfer with respect to the same class of Shares proposed to be Transferred by such holder of Power Fund Equity by delivering written notice to Power Fund within 15 days after delivery of the Sale Notice, and failure to deliver any such notice shall be deemed a waiver of rights under this Section 9.4 with respect to such Transfer.
However, if any Shareholder declines to appoint the purchaser representative designated by the LLC, such holder shall appoint another purchaser representative (reasonably acceptable to the holders of a majority of the Power Fund Equity), and such holder shall be responsible for the fees of the purchaser representative so appointed.
Notwithstanding the foregoing, except for issuances of securities to the Managing Member or its Affiliates (subject to Section 3.1(d)), without the approval of the holders of a majority of the Non-Power Fund Equity, the Managing Member shall not approve any transaction between the LLC or any Subsidiary of the LLC on the one hand, and the Managing Member, Power Fund, or any of their respective Affiliates, on the other.
To the extent necessary to carry out the foregoing, this letter shall be treated as an amendment to the LLC Agreement, and by signing in the signature spaces below, such amendment has been duly approved by OCM/GFI Opportunities Fund II, L.P. and OCM/GFI Opportunities Fund II (Cayman), which together hold a majority of the Power Fund Equity (as defined in the LLC Agreement), in accordance with Section 13.3 of the LLC Agreement.