Investor Member. At any time after the Closing, Investor Member may Transfer its Equity Securities in the Company (in reasonable consultation with AT&T Member); provided, that at any time prior to the second anniversary of the date of this Agreement, such Transfer shall only be pursuant to a Company Sale or Qualified IPO (in compliance with Section 9.1); provided, further, that, if Investor Member executes a definitive agreement for a Company Sale at any time between the date of this Agreement and prior to the date that is 18 months following the date of this Agreement and AT&T Member reasonably expects based on the Fair Market Value of the proceeds or distributions determined as of the signing of definitive documentation with respect to such Company Sale (taking into account reasonable good faith projections of (i) the anticipated timing for consummation of such transaction and (ii) distributions made in accordance with Section 7.1(d)) that the terms of such transaction will not satisfy the AT&T Member Return Criteria, Investor Member shall not undertake or consummate such transaction without AT&T Member’s prior written consent.
Investor Member. A. The Investor Member, its address, Membership Interest and Capital Contribution are set forth in Exhibit A attached hereto. In no event shall the Investor Member be obligated to make Capital Contributions in excess of the IM Investment Proceeds to be contributed on the Effective Date.
Investor Member. Chevron TCI, Inc. is hereby admitted to the Company as the Investor Member; its address and Capital Contribution are set forth in the Schedule. The payment of its Capital Contributions is governed by the terms and conditions of Section 5.1.
Investor Member. Preamble Investor Member Minimum Return ......................................................................................... 6.5(h) IRR ........................................................................................................................................... 13.16 JCP&L...................................................................................................................................... 13.16
