the Company.
"Unreturned Preferred Capital Contributions Amount" means at any time, the
excess, if any, of: (a) the aggregate Preferred Capital Contributions made by
the Members over (b) the aggregate amount of distributions with respect to such
Preferred Capital Contributions (including any distributions to any predecessor
of such Member) under Section 2.1(c)(ii) of the Agreement.
"Valuation Representatives" mean (a) one MSG Director designated in writing to
the Principals by MSG (which MSG Director may be replaced at any time or from
time to time by MSG) and (b) Richard Wolf or one other Principal designated in
writing designated in writing to MSG by the Principal Base (which Valuation
Representative may be replaced at any time or from time to time by the Principal
Base).
"Wolf Rollover Holdco Members" means the persons designated as "Wolf Rollover
Holdco Members" on the signature pages to the Agreement and any Person who
becomes a Rollover Holdco Member pursuant to a Permitted Transfer from a Wolf
Rollover Holdco Member. For the avoidance of doubt, a Person shall cease to be a
Wolf Rollover Holdco Member when such Person ceases to be a Rollover Holdco
Member or when such Person shall cease to be (or otherwise is not) a Permitted
Transferee of Wolf.
A-18
2. The following terms are defined in the Sections indicated below.
Term
Section
AAA
4.2(b)
Aggregate Consideration
6.5(c)
Agreement
Preamble
Approved Sale
6.5(a)
Approved Sale Notice
6.5(a)
Approved Sale Period
6.5(a)
Arbitrator
6.8(b)
Attributable Class A Common Units
Recitals
Attributable Interests
Recitals
Attributable Preferred Units
Recitals
Benefits
4.8(a)
Budget
1.5(a)
Business Plan
1.5(a)
Call
6.7(e)
Company
Preamble
Company Fiscal Year
3.3
Confidential Information
4.7(a)
DGCL
4.3
Disapproving Principal
8.6
Employee Rollover Holdco Member Leaver Call
6.7(c)
Employee Rollover Holdco Member Post-Year 5 Call
6.7(d)
Employee Rollover Holdco Member Post-Year 5 Put
6.6(d)
Employee Rollover Holdco Member Purchase Price
6.6(d)
Employee Rollover Holdco Members
Preamble
Exercise Notice
1.4(c)
Existing Agreement
Recitals
FMV Depository
6.8(a)
Indemnification Obligations Shortfall
6.1
Indemnified Persons
4.4(a)
Initiating Party
6.3(b)
Interest Change Date
2.2(k)
Losses
4.4(a)
Management Fee
4.8(a)
Member Indemnitors
4.4(b)
Member Nonrecourse Deductions
2.2(d)
Minimum Commitment
4.8(a)
MSG
Preamble
MSG FMV Entity
6.8(a)
MSG Payments
4.8(a)
Mutual Valuation Period
6.8
Observer
41
Offered Securities
6.3(b)
Officer
4.1(d)
Other Rollover Holdco Members
Preamble
A-19
Preemptive Right
1.4(a)
Preemptive Rights Notice
1.4(b)
Preferred Unit Call
6.10(b)
Preferred Unit Early Call
6.9(b)
Preferred Unit Early Put
6.9(a)
Preferred Unit Put
6.10(a)
Principal Early Leaver Call
6.7(a)
Principal Early Leaver Put
6.6(b)
Principal Good Leaver Put
6.6(a)
Principal Leaver Call
6.7(a)
Principal Post-Year 5 Call
6.7(b)
Principal Post-Year 5 CoC
Put
6.6(f)
Principal Post-Year 5 Put
6.6(c)
Principal Pre-Year 5
CoC Put
6.6(e)
Principals
Preamble
Put
6.6(g)
Put
Exercise Period
6.6(f)
Resolution Period
4.2(a)
Restructuring
Recitals
ROFO Notice
6.3(b)
ROFO Obligations
6.3(a)(i)
ROFO
Period
6.3(c)
Rollover Budget
1.5(b)
Rollover Holdco
Preamble
Rollover Holdco Class A Common Units
Recitals
Rollover
Holdco Member Representative
6.8(a)
Rollover Holdco Members
Preamble
Rollover Holdco Preferred Units
Recitals
Tag-Along Sale
Notice
6.4(b)
Transaction Agreement
Recitals