Subsidiary means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Persons Equity Securities.
Tax Distribution Date means any date that is two business days prior to the date on which estimated federal income tax payments are required to be made by calendar year corporate taxpayers and the due date for federal income tax returns of corporate calendar year taxpayers (without regard to extensions).
Tax Receivable Agreement means the Tax Receivable Agreement dated as of May 29, 2014, by and among PubCo and certain members of the Company, as the same may be amended, supplemented or restated from time to time.
Tiered Arrangement is defined in Section 9.1(b).
Transfer means, as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms Transferee, Transferor, Transferred, and other forms of the word Transfer shall have the correlative meanings.
Transfer Agent is defined in Section 4.7(b).
Treasury Regulations means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as Treasury Regulations by the United States Department of the Treasury.
Unit Register is defined in Section 4.1(d).
Units means the Units issued hereunder and shall also include any equity security issued in respect of or in exchange for Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.
Valuation Date is defined in the definition of Cash Election Amount.
Winding-Up Member is defined in Section 11.3(a).
Section 1.2. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in Section 1.1 have the meanings assigned to them in Section 1.1 and are applicable to the singular as well as the plural forms of such terms;