Distributee Member definition

Distributee Member means any of the Persons named on Schedule B hereto, and any Person to whom all or any part of the Interest of any such named Person is Transferred pursuant to Section 9.01(a).
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Distributee Member has the meaning provided in Section 10.8(c)(i).
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Distributee Member means a member of FTD immediately prior to the Effective Time which is entitled to receive a portion of the Cash Merger Consideration pursuant to the Articles of Association and Bylaws of FTD and applicable law which members are: (i) the "Active Members" which hold the Voting Membership Interests described is Part I of Schedule 2.4; (ii) the "Affiliate Members" which hold the Affiliate Membership Interests (Nonvoting) described in Part II of Schedule 2.4; and (iii) those "Foreign Members" which hold Other Members (Nonvoting) membership interests described in Part III, subsection (c) of Schedule 2.4 and which Foreign Members are, in addition, Foreign Members whose business operations are conducted in the Republic of the Philippines and who are shown on FTD's books and records as having Member Equity.
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Examples of Distributee Member in a sentence

  • As to any items of Intellectual Property and other indivisible assets that would have been distributed under Section 10.8(c)(i) but for the lack of a transferable right or license in the Company, the liquidator will use commercially reasonable efforts such that each Distributee Member thereunder has, from and after the time of dissolution, rights or licenses to use such Intellectual Property and other indivisible assets in the same manner and to the same extent as the Company.

  • Accordingly, and notwithstanding anything contained in the Operating Agreement to the contrary, following the Redemption, each Distributee Member shall no longer be a member of the Company and shall no longer have any obligations under the Operating Agreement other than those set forth in Sections 5(c), 16(b) and 22(m) of the Operating Agreement, and each Distributee Member agrees that the Company shall continue in existence with Warburg Pincus as the sole remaining member thereof.

  • Such Distributee Member is not an affiliate of TD Group and has not been an affiliate of TD Group in the three month period preceding the date hereof.

  • Such Distributee Member is the record and beneficial owner (or the custodian thereof) of all of the Class A Units that are subject to the Redemption, representing all of the Class A Units owned thereby, and such Member has good and valid title to such Class A Units free and clear of all Liens other than Liens arising under applicable federal and state securities laws or under the terms of the Operating Agreement.

  • Neither this Agreement nor any of the rights, duties or obligations of any party hereunder may be assigned or delegated by any party hereto except with the prior written consent of the Company (in the case of any assignment by a Distributee Member) and each of the Distributee Members (in the case of an assignment by the Company).

  • The general partner, board of managers or any comparable governing body of such Distributee Member has authorized the execution and delivery by such Distributee Member of this Agreement and the consummation by such Distributee Member of the transactions contemplated hereby and no other action on the part of such Distributee Member is necessary to authorize such execution and delivery by such Distributee Member or the consummation by such Distributee Member of the transactions contemplated hereby.

  • This Agreement may be amended, modified or supplemented with, and only with, the prior written consent of the Company and each Distributee Member.

  • The execution and delivery by such Distributee Member of this Agreement and the consummation by such Distributee Member of the transactions contemplated hereby will not violate (a) the terms and conditions of such Distributee Member’s limited liability company operating agreement, limited partnership agreement or any analogous organizational document, or (b) any agreement or instrument to which such Distributee Member is a party or by which it is bound.

Related to Distributee Member

  • Distributee means an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order are considered Distributees with regard to the interest of the spouse or former spouse.

  • Committee Member means a member of the Committee.

  • Unit Holder means the owner of one or more Units.

  • Employee Member means a member of the “Bargaining Unit”.

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

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;

  • Plan Member means each Member any of the assets of which are subject to any Plan Governing Law.

  • Deferred member means a person who elected to receive deferred vested retirement

  • 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.

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

  • Former Member means a member that has withdrawn from a qualified authority under this section or a prior member of a qualified authority that has been dissolved under this section.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

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

  • Income beneficiary means a person to whom net income of a trust is or may be payable.

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

  • Retired member means any former member receiving a retirement allowance or any former member who has filed the necessary documents for retirement benefits and is no longer contributing to the retirement system;

  • Permit Holder means the Person to whom a Building Permit has been issued.

  • Eligible Member means an employee who is enrolled in one of the designated benefits plans for which you offer participation in the wellness incentive program prior to the end of the first six months of the policy year and who remains enrolled in one of the designated benefits plans at the end of the policy year. Eligible Member also means the employee’s dependents to the extent that dependents are eligible to participate in the Blue Cross and Blue Shield wellness incentive program.) To qualify for a group wellness incentive award, you must meet the following program participation conditions: • You are a group eligible to offer the program as determined by Blue Cross and Blue Shield; and • You elect to offer the Blue Cross and Blue Shield wellness incentive program to your Members who are eligible to participate in the program at the start of your policy year and you continue the program for eligible Members through the end of the policy year; and • At least 20% of your Members who are eligible for the program must participate in the program during the policy year in which you offer the wellness incentive program; and • This Agreement is not be terminated before the end of the policy year in which you offer the wellness incentive program. When you offer a Blue Cross and Blue Shield wellness incentive program, Blue Cross and Blue Shield will determine if you qualify for a group incentive award within 90 days after the end of the policy year. Your group wellness incentive award will be calculated as a percentage of the total medical insurance premium you paid for the policy year for benefits plans for which you offer wellness incentive program participation, excluding any premium payments that are received by Blue Cross and Blue Shield after the end of the policy year. The percentage used to calculate your wellness incentive award will vary depending on how many of your eligible Members participate in the program during the policy year as follows: 1.25% when 20% to 49% of eligible Members participate; or 2.5% when 50% to 79% of eligible Members participate; or 7.5% when 80% to 100% of eligible Members participate. For the purpose of calculating your group wellness incentive award, an eligible Member who earns his or her individual maximum member wellness incentive payment in the policy year is considered to have participated in the program for that policy year. If you qualify for a group incentive award, Blue Cross and Blue Shield will issue the incentive amount to you (by means of a credit and/or a check) once the incentive amount has been calculated. You are solely responsible for determining whether you have any obligation to distribute all or part of your group wellness incentive award to your employees, or to credit a portion of your group wellness incentive award toward their benefits, or otherwise to notify them of your group wellness incentive award. You agree to indemnify and hold Blue Cross and Blue Shield harmless from any and all actions that may be brought against you or Blue Cross and Blue Shield due to your failure to provide any required distribution of, credit, or notification about, your group wellness incentive award to your employees.

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

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Committee Members means persons formally appointed by the Board to sit on or to chair specific committees.

  • non-member means a person (national or overseas) who is not a member of the Teaching Service e.g. new graduate, new overseas recruit, resigned teacher etc..