Q Power definition
Examples of Q Power in a sentence
Notwithstanding the provisions in Section 8.1(a), but subject to the other provisions in this Article VIII, Q Power and its Affiliates may Transfer all or a portion of their Equity Securities in the Company to any Permitted Transferee or their respective members or holders of Equity Securities without the consent of any other Member or Person.
As of the Effective Date, all unvested Q Power Units held by Employee, and all of Employee’s rights arising from being a holder thereof, shall be forfeited.
Service Provider shall remain a Managing Member of Q Power as such term is defined in the Third Amended and Restated Limited Liability Company Agreement dated March 15, 2023 (the “Q Power LLCA”), and maintain all rights associated therewith under the Q Power LLCA.
Service Provider and Q Power LLC, an affiliate of the Company (“Q Power”), entered into that certain Management and Advisory Agreement dated May 10, 2021 (the “Management Agreement”), pursuant to which Service Provider provided certain professional services to Q Power.
Immediately following the consummation of the transactions described in Sections 1.02(iv) and (v), OpCo hereby distributes, assigns, conveys and transfers to Q Power, and Q Power hereby accepts, 9,400,000 shares of Class V Common Stock of Stronghold Corp (the “OpCo Distribution”).
As of the Effective Date, all vested Q Power Units shall be repurchased for zero dollars ($0.00), the current Fair Market Value (as defined in the Q Power B Unit Award Agreement and the Q Power C Unit Award Agreement), in accordance with Section 6 of each the Q Power B Unit Award Agreement and the Q Power C Unit Award Agreement.
For the avoidance of doubt, this Agreement shall have no impact on any rights associated with Service Provider’s role as a Member of Q Power.
Concurrently with the consummation of the transactions described in Section 1.02(iv) and in consideration of the Q Power Contribution, OpCo hereby issues, assigns, conveys and transfers to Q Power, and Q Power hereby accepts, 9,400,000 Common Units (as defined in the OpCo LLCA) of OpCo.
No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer Parent, the Majority TRA Holders and, for so long as Q Power or any of its Affiliates hold an interest herein, Q Power; provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain TRA Holders will or may receive under this Agreement unless all such TRA Holders consent in writing to such amendment.
Immediately following the consummation of the OpCo Distribution, each of Stronghold Corp, Q Power and ▇▇▇▇▇, as agent, hereby enter into, and shall deliver to the other, a duly executed Tax Receivable Agreement, in substantially the form attached hereto as Exhibit F (the “Tax Receivable Agreement”).