Majority Member Clause Samples

Majority Member. In connection with the closing of the purchase of the Bloom Preferred Shares, SK will become a Member of the Company due to SK, after the date of this Agreement, paying to Bloom $310,957,102 for the Bloom Preferred Shares and directing Bloom to issue the Bloom Preferred Shares to the Company, and a total amount of $311,957,202 (which includes the foregoing purchase price, $1,000,000 for the operational and other out-of-pocket expenses of SK incurred in connection with its capital contribution and related expenses, and $100 for SK’s initial capital contribution to the Company for 1,000 Common Membership Interests pursuant to the Prior LLC Agreement) will be treated as a capital contribution to the Company. As a result thereof, the Majority Member will be credited with 13,491,701 Class A Common Membership Interests.

Majority Member. 10 1.72 Member...............................................................11 1.73

Majority Member. (a) The Majority Member is hereby appointed, authorized and empowered to act as representative, for the benefit of all Members, as the exclusive agent and attorney-in-fact to act on behalf of the Members, in connection with and to facilitate the consummation of the Transactions, which shall include the power and authority: (i) to take any and all actions (including executing and delivering any documents, making any disbursements or distributions, incurring any costs and expenses for the account of the Members, exercising such rights, power and authority, and making any and all decisions and determinations required by this Agreement and the other Transaction Documents) under this Agreement or any of the other Transaction Documents, such actions being deemed as taken by each Member (as applicable) and which shall be absolutely and irrevocably binding on each Member as if such Member personally or in its corporate capacity had taken such action, exercised such rights, power or authority or made such decision or determination in such Member’s individual or corporate capacity, as applicable; (ii) as the representative, to enforce and protect the rights and interests of the Members and to enforce and protect the rights and interests of the Majority Member arising out of or under or in any manner relating to this Agreement and the other Transaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the Transactions, and to take any and all actions which the Majority Member believes are necessary or appropriate under this Agreement and/or the other Transaction Documents for and on behalf of the Members, including asserting or pursuing any claim, action, proceeding or investigation against Parents, Merger Subs and/or the Company; and (iii) to refrain from enforcing any right of Members and/or the Majority Member arising out of or under or in any manner relating to this Agreement or any other Transaction Document in connection with the foregoing; provided, however, that no such failure to act on the part of the Majority Member, except as otherwise provided in this Agreement or in the other Transaction Documents, shall be deemed 1440241.11A-WASSR01A - MSW a waiver of any such right or interest by the Majority Member or the Members unless such waiver is in writing signed by the waiving party or by the Majority Member. (b) The Majority Member shall distribute any monies it receives pursuant to this Agreement which ...

Majority Member. (a) As further defined in “Exhibit A” to this Agreement, the University and its successors or assigns shall be the Majority member in DU Solar LLC. This Majority status shall be maintained through any subsequent sale or assignment of any share for the Term of this agreement. At no time shall the University fall below a majority interest (50.1%) in the company. (b) The Majority Member shall at all times have majority voting interests in all matters under this Agreement. (c) The University of Denver shall at all times retain a majority voting interest in the Company. (d) The University of Denver reserves the right to develop future solar projects in support of the Purpose of this agreement. In any future development, DU Solar Inc. shall be the Majority Member. (e) The Majority Member may appoint and delegate responsibilities to such officers and other agents, as it deems appropriate in its sole discretion.