to a
Unit or other Equity Security of the Company.
"Treasury Regulations" means the regulations promulgated under the Code as such
regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).
"Units" means the limited liability company interests in the Company, which have
the terms set forth in this Agreement and, to the extent not inconsistent with
this Agreement, in the Act, and which are divided into equal proportionate
units, including fractional units.
"Unrealized Gain" means any adjustment to the Gross Asset Value of any item of
Property, occurring in any Tax Year commencing on or after the third anniversary
of the Closing, if such adjustment is taken into account as an item of gain
pursuant to clause (iii) of the definition of Profit and Loss.
16
"Unvested Echo Shares" means shares of Echo common stock issued pursuant to an
Approved Echo Plan that are not vested pursuant to the terms thereof or any
award or similar agreement relating thereto.
(b) Each of the following terms is defined in the Section set forth opposite
such term:
Term
Section Ad Hoc Committee
5.08 Additional Capital Contribution
3.02(b)
Additional Member
9.06(a) Adjourned Meeting
5.03(d) Agreement
Preamble
Approved Plans
5.05(a)(xxii) Approved Echo Plan
5.05(a)(xxii) Available
Cash
8.02(a)(iv) Board
5.01(a) Board Escalation Matter
5.08 Capital
Account
3.05(a) Certificate of Formation
Recitals Chairman
5.06 Chief
Executive Officer
5.10(a) Company
Preamble Company Parties
Preamble
Company Owned Patent Rights
13.06(a) Compliance Program
11.03(c)
Confidential Information
11.02(c) Contribution Agreement
Recitals Covenant
Termination
11.04(e) Covered Persons
6.01(b) Director
5.01(a)
Drag-Along Sale
9.03(a) Drag-Along Sale Notice
9.03(b) Drag-Along Sale
Price
9.03(b) Drag-Along Sellers
9.03(a) Drag-Along Transferee
9.03(a)
Dragged Member
9.03(a) Echo
Preamble Echo Directors
5.01(c)(ii) Echo
Minimum Ownership
9.01(d) Echo Sale Notice Deadline
10.03(b) Echo Sale
Shares
10.03(b) Echo Shareholder Notice
10.03(b) Echo Shareholder Sale
Right
10.03(a) Echo Shares
9.01(b)(v) Exchange
11.04(f)(i) Exchange
Offers
10.05(a)
17
Term
Section
Exchange Ratio
10.05(a) Existing LLC Agreement
Recitals Fiscal Year
7.01 Initial Appraised Value
9.05(a) Initial Capital Contribution
3.01
Initial Members
Preamble Initial LLC Agreement
Preamble Initial Offer
9.02(b) Initial Offer Notice
9.02(a) Initial Offer Period
9.02(b) Initial
Period
10.01(c) IPO Committee
10.01(a) IPO Demand
10.01(c) IPO
Demanding Party
10.01(c) Issuance Notice
3.07(a) Joint Venture
Recitals
Liquidating Agent
13.04(a) Marketing Period
9.02(g)(iii) MCK Directors
5.01(c)(i) MCK IPCo
Preamble MCK Members
Preamble Merger
10.05(a)
Merger Agreement
10.05(a) Mutual Independent Director
5.01(c)(iii)
Non-Stock Exchanges
10.05(a) Notice of Exchange
11.04(f)(iii) Offer Price
9.02(a) Offer Pro Rata Portion
9.02(b) Offered Units
9.02(a) Offeror
9.02(a) Original Meeting
5.03(d) Preemptive Rights Exercise Notice
3.07(b)
PST
Preamble QIPO Deadline
10.01(b) Qualified MCK Exit
10.05(a)
Registration Rights Agreement
10.07 Registration Statement
10.01(b)
Regulatory Allocations
8.01(b)(viii) Reserved Matter
5.05(a) Return
Preparer
7.04(d) ROFO Sale
9.02(a) Second Notice
3.07(b) Second Offer
9.02(c) Second Offer Period
9.02(c) Secretary
5.03(c)
18
Term
Section Significant Members
9.02(a) Spin-Off
10.05(a) SpinCo
10.05(a) Subsequent Appraised Value
9.05(a) Tax Matters Agreement
10.05(d)
Tax Matters Member
7.04(c) Top-up Units
10.06(a) Top-up Notice
10.06(c)
Top-up Option
10.06(a) VWAP
9.05(c) 5% Member
12.02(a)
Section 1.02.