Examples of Series B Membership Interests in a sentence
The Series B Management Committee shall be comprised of one Representative for each Series B Founding Member, which Representative shall have a vote equal to the designating Series B Founding Member’s Sharing Ratio in respect of Series B Membership Interests (each Series B Founding Member entitled to participate in the Series B Management Committee at a given time, a “Series B Management Committee Member”).
Subject to Section 2.02(f) and Section 6.05(e) of the Agreement, each Representative shall be entitled to vote on all matters submitted to a vote of the Series B Management Committee in accordance with the respective Sharing Ratio in respect of Series B Membership Interests of the Series B Management Committee Member that designated such Representative.
By executing this Schedule I-B, the undersigned acknowledge that this Schedule I-B and the attributes of Series B Membership Interests, and the rights, benefits, privileges, obligations, duties and liabilities relating thereto, set forth herein have been duly approved and adopted in accordance with the Agreement.
Any Transfer of Series B Membership Interests to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee.
Xxxxx Title: President and CEO SCHEDULE I-B SERIES B MEMBERSHIP INTERESTS Dated as of April 6, 2018 Name, Address, Fax and E-mail SharingRatio in respect of Series B Membership Interests Parent Representative and Alternate Representatives MVP HOLDCO, LLC EQT Plaza 000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: Xxxxx Xxxx [***] Xxxx XxXxxxx [***] with a copy to: Xxxxx Xxxxx L.L.P. 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attn: Xxxxxxx X.
Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests representing in the aggregate the Series B Membership Interests held by such Member.
In addition, if any other provision of this Agreement (for the avoidance of doubt, including this Schedule I-B) provides that a Supermajority Interest is to be calculated without reference to the Sharing Ratio in respect of Series B Membership Interests of a particular Series B Management Committee Member, then the applicable voting threshold shall be deemed adjusted accordingly.
Upon any Transfer to HII of any Series B Membership Interests from HPI, HPIS or their successors and assigns in connection with an exercise by the IPO Underwriters of their over-allotment option to purchase Optional Securities pursuant to Section 3 of the IPO Underwriting Agreement, such Series B Membership Interests shall immediately be recapitalized into Series A Membership Interests.
The actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by HII for the Series B Membership Interests and Class B Shares acquired in an Exchange.
At the Effective Time, the Company shall convert the Membership Interests of the Prior Members issued pursuant to the Prior LLC Agreement into the number of Series B Membership Interests set forth opposite such Member’s name under the column “Series B Membership Interests” on Exhibit A.