Exchange TRA Parties definition

Exchange TRA Parties means the Persons listed on Annex B.
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Exchange TRA Parties means “TRA Parties” as defined in the Tax Receivable Agreement (Exchanges).
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Exchange TRA Parties means the Persons listed on Annex A. “Expert” is defined in Section 6.2 of this Agreement.
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Examples of Exchange TRA Parties in a sentence

  • The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes.

  • The Parties intend that (a) each Exchange shall give rise to Exchange Party Basis Adjustments and (b) payments to Exchange TRA Parties pursuant to this Agreement with respect to an Exchange (except with respect to amounts that constitute Imputed Interest) shall be treated as consideration in respect of such Exchange that give rise to additional Exchange Party Basis Adjustments.

  • Annex A - Exchange TRA Parties Annex B - Blocker TRA Parties AmericasActive:18057467.3 AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 4, 2023, is hereby entered into by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”), and the Majority TRA Parties.

  • The parties intend that (a) each Exchange shall give rise to Exchange Party Basis Adjustments and (b) payments to Exchange TRA Parties pursuant to this Agreement with respect to an Exchange (except with respect to amounts that constitute Imputed Interest) shall be treated as consideration in respect of such Exchange that give rise to additional Exchange Party Basis Adjustments.

  • Annex A — Exchange TRA Parties Annex B — Blocker TRA Parties Exhibit A — Form of Joinder Agreement1 1 Form of Joinder Agreement to come.

  • By: Name: Title: Annex A Blocker Entity GGOF EHL Blocker, LLC Annex B Exchange TRA Parties Bon Secours Mercy Health Innovations LLC EHL Acquisition Holdings, LLC EHL Management Investors, LLC Annex C Reorganization TRA Parties [EHL Co-Investor Aggregator, L.P.]1 1 NTD: Name to be confirmed.


More Definitions of Exchange TRA Parties

Exchange TRA Parties means each party (other than the Corporate Taxpayer) to the Exchange TRA. “Expert” has the meaning set forth in Section 7.9 of this Agreement.
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Exchange TRA Parties means the Persons listed on Annex A.2 2 Note to Draft: To include non-Blocker TRA parties. Table of Contents
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Exchange TRA Parties means the Persons listed on Annex A. AmericasActive:18057467.3
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Related to Exchange TRA Parties

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Investor Parties has the meaning set forth in the Preamble.

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Exchange Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Selling Parties shall have the meaning specified in the preamble.

  • Blocker has the meaning set forth in the preamble.

  • Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.