9.9% U.S. Member definition

9.9% U.S. Member means a U.S. Person whose Controlled Shares constitutes nine and nine-tenths per cent. (9.9%) or more of the voting power of the Shares and who would be generally required to recognise income with respect to the Company under Section 951(a)(1) of the Code if the Company were a controlled foreign corporation as defined in Section 957 of the Code and if the ownership threshold under Section 951(b) of the Code were 9.9%.
Sample 1Sample 2Sample 3

Examples of 9.9% U.S. Member in a sentence

  • Such increase shall apply to all such Members in proportion to their voting power at that time, provided that such increase shall be limited to the extent necessary to avoid causing any person to be a 9.9% U.S. Member.

  • The adjustments of voting power described in this Article shall apply repeatedly until there would be no 9.9% U.S. Member.

  • The board of Directors may deviate from any of the principles described in this Article and determine that Shares held by a Member shall carry different voting rights as it determines appropriate (1) to avoid the existence of any 9.9% U.S. Member or (2) to avoid adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any other Member or its affiliates.

  • Any Member that acquires actual knowledge that it is a Tentative 9.9% U.S. Member or that the Shares that it owns are Controlled Shares of a Tentative 9.9% U.S. Member shall give notice to the Company within fifteen (15) days following the date of acquisition of such actual knowledge.

  • Special meetings of Shareholders shall be held, notice of such meetings shall be delivered, and waiver of notice shall occur according to the provisions of the Trust’s Bylaws, including via electronic transmission to a Shareholder at his or her address as it is registered with the Trust.

  • In the event that a Tentative 9.9% U.S. Member exists, the aggregate votes conferred by Shares held by a Member which are treated as Controlled Shares of that Tentative 9.9% U.S. Member shall be reduced to the extent necessary such that the Controlled Shares of that Tentative 9.9% U.S. Member will constitute less than 9.9% of the voting power of all Shares.

  • No Member shall be permitted to vote any Shares for or against the appointment or removal of Directors or directors of any subsidiary of the Company that is treated as a corporation for U.S. federal tax purposes if the holding of the power to vote such shares would cause any Person to be a 9.9% U.S. Member of the Company or any such subsidiary.

  • The voting power of each Share is hereby adjusted (and shall be automatically adjusted in the future) to the extent necessary so that no U.S. Person is a 9.9% U.S. Member.

  • The votes attributable to Shares of Members owning no Shares treated as Controlled Shares of any Tentative 9.9% U.S. Member shall, in the aggregate, be increased by the same number of votes subject to reduction as described above.

  • The voting power of all shares is hereby adjusted (and shall be automatically adjusted in the future) to the extent necessary so that there is no 9.9% U.S. Member or 24.5% U.S. Member.

Related to 9.9% U.S. Member

  • Non-Managing Member means any Member other than the Managing Member.

  • Tax Matters Member has the meaning set forth in Section 8.4(d).

  • Tribal Member means an enrolled member of the Tribe.

  • Panel Member ’ means a member of a panel;

  • Class Member means a member of the Class.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Associate Member means a person appointed to perform specific statutory and non-statutory duties which have been delegated by the Trust Board for them to perform and these duties have been recorded in an appropriate Trust Board minute or other suitable record.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Active member means a member of the pension program or the individual account program

  • crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;

  • Service member means a member of the armed forces, a reserve branch of the armed forces, or the Michigan national guard.

  • Staff member means a staff member as defined in section 1(1) of the Public Service Act, 1995 (Act No. 13 of 1995);

  • Founding Member means any individual who is either:

  • A Member means a companion, fellow, member, honorary member, associate or affiliate of the Society

  • Inactive member means a member of the pension program or the individual account pro-

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Participating member means an eligible employee who elects to participate in the defined contribution retirement plan established under this chapter.

  • Voting Member means a Member holding one or more Voting Shares.

  • Faculty Member means any person hired by the college or District to conduct classroom or teaching activities or who is otherwise considered by the college to be a member of faculty.

  • Executive Member means any elected member of the authority appointed to the executive of that authority;

  • Equity Member means each member of the Respondent team that will contribute equity as part of the financing of the Project.

  • Associate Members means the individuals or firms which have agreed to Joint Venture in connection with the Project;

  • Tax Matters Partner has the meaning set forth in Section 5.08.