Summit Holdings definition
Examples of Summit Holdings in a sentence
The undersigned LP Unitholder hereby transfers to the Corporation, for the account of Summit Holdings, the number of LP Units set forth below in exchange for shares of Class A Common Stock to be issued in its name as set forth below, as set forth in the Exchange Agreement.
The Corporation shall take such actions as may be required to ensure the performance by Summit Holdings of its obligations under this Section 2.1(c) and Section 2.1(a) and Section 2.1(b) hereof, including the issuance and sale of shares of Class A Common Stock to or for the account of Summit Holdings in exchange for the delivery to the Corporation of a number of LP Units that is equal to the number of LP Units surrendered by an exchanging LP Unitholder.
In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the LP Unitholder requesting such Exchange, the Corporation and Summit Holdings shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements.
Any LP Unitholder (other than Summit Holdco) that surrenders all of its LP Units (other than Unvested Units) held by such LP Unitholder to the Corporation, for the account of Summit Holdings, pursuant to this Section 2.1 shall concurrently surrender all shares of Class B Common Stock held by such LP Unitholder (including any fractions thereof) to the Corporation.
Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Corporation or of Summit Holdings, such an Exchange would pose a material risk that Summit Holdings would be a “publicly traded partnership” under Section 7704 of the Code.
Solely for U.S. federal income tax purposes, this Agreement shall be treated as part of the partnership agreement of Summit Holdings as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder.
To the extent Summit Holdings issues LP Units in the future, Summit Holdings shall be entitled, in its sole discretion, to make any holder of such LP Units an LP Unitholder hereunder through such holder’s execution and delivery of a joinder to this Agreement, substantially in the form of Exhibit B hereto.
The provisions of this Agreement may be amended only by the affirmative vote or written consent of each of (i) the Corporation, (ii) Summit Holdings, (iii) LP Unitholders holding a majority of the then outstanding LP Units (excluding LP Units held by the Corporation) and (iv) for so long as the Financial Sponsor Holders collectively own, in the aggregate, at least 5% of the outstanding LP Units, each of the Financial Sponsor Holders.
The Corporation and Summit Holdings shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.
The Corporation and Summit Holdings covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.