than any Person that is a Management Investor), (x) any of such Persons Affiliates and (y) any direct or indirect partner, member, stockholder or other equity holder of such Person and (iii) solely with respect to Ernest C. Garcia II, in addition to the foregoing, the holder (and any subsequent holder) of the option to purchase certain of the Class C Preferred Units held by Ernest C. Garcia II, as such option may be amended from time to time in accordance with its terms.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.
PR has the meaning set forth in Section 7.4(a).
Pro Rata Share means with respect to each Unit, the proportionate amount such Unit would receive if an amount equal to the Total Equity Value were distributed to all Units in accordance with Section 4.1, as determined in good faith by the Manager.
Profits means items of the Company income and gain determined according to Section 3.6.
Regulatory Allocations has the meaning set forth in Section 4.3(e).
Second Amended and Restated Registration Rights Agreement means that certain Second Amended and Restated Registration Rights Agreement, dated as of the date of this Agreement, by and among Carvana Co. and certain Members, as the same may be amended, amended and restated or replaced from time to time.
Securities Act means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.
Securities Exchange Act means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Exchange Act shall be deemed to include any corresponding provisions of future law.
Senior Notes means the 5.625% Senior Notes due October 1, 2025 and 5.875% Senior Notes due October 1, 2028 and any future senior debt securities issued by Carvana Co.
Senior Note Payments means payments of principal, interest or other premiums pursuant to the Senior Notes.
Separated Member has the meaning set forth in Section 8.7.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,