Hakkasan Parent Prohibited Person means, the Persons listed as Hakkasan Parent Prohibited Persons on Schedule 6.3.
Hakkasan Parent Purchase Price means the Fair Market Value (as determined in accordance with Section 6.8 (Determination of Fair Market Value) of this Agreement) of the aggregate number of Units held by Hakkasan Parent and its Permitted Transferees as of the Valuation Date; provided, that (i) in the event the aggregate Fair Market Value of the Company determined in accordance with Section 6.8 is less than the Minimum Valuation, for purposes of the calculation of the Hakkasan Parent Purchase Price, the aggregate Fair Market Value of the Company shall be deemed to be the Minimum Valuation, and (ii) in the event that during the Put Interim Period, TAO consummates a transaction or series of directly related transactions that requires payments to or from the Company in excess of thirty percent (30%) of the aggregate Fair Market Value of the Company, if Hakkasan Parent provides written notice to TAO at least thirty (30) days prior to the Put Closing Date that it elects to utilize the Fair Market Value of the aggregate number of Units held by Hakkasan Parent and its Permitted Transferees as of the fiscal year end (i.e. the last Sunday in June) of the calendar year in which such notice is given, then such valuation date shall be utilized for purposes of calculating the Hakkasan Parent Purchase Price rather than the Valuation Date.
Hakkasan Parent Veto Rights means the rights of Hakkasan Parent in Section 4.1(d) of the Agreement.
Holdings LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of TAO Group Holdings LLC, dated as of January 31, 2017, as amended by Amendment No. 1 thereto dated as of May 23, 2019, and as further amended to date, among TAO, its members and the other parties thereto.
Interest means, with respect to any Member, the entire limited liability company interest (as such term is defined in the Act) of such Member in the Company, including, (a)(i) such Members rights to share in the income, gain, loss, deductions and credits of, and the right to receive distributions from, the Company, (ii) all other rights, benefits and privileges enjoyed by such Member (under the Act, the Agreement or otherwise) in its capacity as a Member, including rights to vote, consent and approve or otherwise participate in the management of the Company, and (iii) all other rights, benefits, privileges and claims of such Member under, or arising under, the Agreement (in its capacity as a Member or otherwise) and (b)(i) all obligations, duties and liabilities imposed on such Member (under the Act, the Agreement or otherwise) in its capacity as a Member and (ii) all other obligations, duties and liabilities imposed on such Member under the Agreement (in its capacity as a Member or otherwise). Without limitation of the foregoing, as of any date with respect to any determination, it is understood that the Preferred Units and Common Units of a Member are such Members Interest.
Lien means any security interest in or lien on or against any property arising from any pledge, assignment, hypothecation, mortgage, security interest, deposit arrangement, trust receipt, conditional sale or title retaining contract, sale and leaseback transaction, capitalized lease, consignment or bailment for security, or any other type of lien, charge, claim, encumbrance, title exception, preferential or priority arrangement affecting property (including with respect to stock, any stockholder agreements, voting rights agreements, buy-back agreements and all similar arrangements).