![]() ![]() ![]() ![]() ![]() The additional meeting shall be held at the time and place agreed to by the Representatives, or if the Representatives are unable to agree, at a time and place determined by the LLC General Manager, on at least five (5) days' written notice.ĭefinition of Default The BUYER shall be deemed to be in default of performance of its obligations under this Contract in the following cases:ĭefinition of Change of Control A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.Īddition of Definitions With respect to the Securities only, Section 1.01 of the Senior Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):ĭefinition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events: (If the matter is presented in the form of a proposed written consent, the sixty (60) day period shall commence on the date that the Representative who was last to receive the proposal received it.) During this sixty (60) day period, the Board of Representatives shall hold at least one additional meeting at which it shall make a good faith effort to break the tie. Deadlock" shall occur if: (i) the Members are unable to reach unanimous agreement on any matter requiring the unanimous approval of the Members under Section 7.1(j) during the sixty (60) day period following a request for a Member vote, (ii) the Board of Representatives casts a tie vote on a matter (except those matters set forth in Section 7.1(e)(v)) submitted to it at a meeting or in the form of a proposed written consent, and during the sixty (60) day period following this tie vote, the Board of Representatives is unable to break the tie. ![]()
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