Second Closing LLC Agreement definition

Second Closing LLC Agreement means the Second Amended and Restated Operating Agreement dated as of the date hereof among Guggenheim, CDP and Xxxxx, in the form attached hereto as Exhibit B.

Examples of Second Closing LLC Agreement in a sentence

  • The Company, Xxxxx and CDP shall have executed and delivered the Second Closing LLC Agreement reflecting, among other things, the redemption of the Second Closing Xxxxx Units and the issuance and sale of 666.67 Preferred Units and 198.63 Common Units to Purchaser.

  • The Company shall have consummated the Refinancing; provided, however, if the Senior Debt Securities issued in connection with such Refinancing bear a yield to maturity greater than 11.00% at issuance (inclusive of any original issue discount and excluding any market rate fees paid to the underwriters of such senior debt securities), then the Priority Return Rate (as defined in the Second Closing LLC Agreement) shall be 16.5% per annum in lieu of the 15.00% per annum.

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Related to Second Closing LLC Agreement

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Second Closing has the meaning set forth in Section 2.2.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.