Roan definition
Examples of Roan in a sentence
Roan Holdings, LLC, a Delaware limited liability company (together with its successors-in-interest, “Roan Holdings”), shall be entitled to enforce the provisions of this Agreement, including Section 8.6, as if it were a Party hereto, in the event that Roan Holdings makes a reasonable written demand on Linn Energy, Inc.
For the avoidance of doubt, the intent of this provision is to, among other things, provide that the SpinCo Parties shall not be liable under Section 2.3(a) for Taxes attributable to the ownership or operation of the Roan Business following the Spinoff.
SpinCo shall promptly notify Linn in writing upon receipt by SpinCo of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which Linn (including Roan Resources and all other Linn affiliates or subsidiaries) may be liable under this Agreement or for which SpinCo may have an obligation to indemnify under Section 2.3.
Except as provided herein, Linn, at its own expense, shall prepare and file, or shall cause to be prepared and filed (i) all U.S. federal income Tax Returns of Linn and Roan Resources for any Post-Spin Period, (ii) any other Tax Returns filed on a consolidated or combined basis with respect to Linn and Roan Resources for all Post-Spin Periods, and (iii) any entity-level Tax Return with respect to Linn or Roan Resources for any Post-Spin Period.
Linn shall cooperate with SpinCo to provide SpinCo with any information related to Linn or Roan Resources that is necessary to prepare such Tax Returns within a reasonable period prior to the due date for such Tax Returns, but in any event at least sixty (60) Business Days prior to such due date.
Subject to the terms of Section 10.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed on behalf of each of the Parties; provided that, until the Consolidation Date, any amendment or modification hereto that is or would reasonably be likely to be adverse to Linn, its Affiliates or Roan Holdings in any material respect shall require the prior written consent of Roan Holdings.
Linn’s repurchase or forfeiture right with respect to any unvested shares of Linn Common Stock shall be assigned to Roan Inc.
The Company shall host, and each Existing LINN Owner and Roan Holdings shall have access to, quarterly conference calls with senior officers of the Company to discuss the results of operations for the relevant reporting period, which calls shall (except as otherwise determined by the Board with respect to any particular reporting period) include a reasonable and customary question and answer session.
Each share of Roan Common Stock owned by Linn immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist and no consideration shall be provided therefor.
If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s).