Invoking Member definition
Examples of Invoking Member in a sentence
Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” of the Project (as defined in the Lease), or the date that a Notice of Completion is recorded, whichever occurs earlier, either Member (such Member hereinafter referred to as “Invoking Member”) may deliver to the other Member (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “Buy-Sell Notice”).
Section 8.4 Upon receipt of the Buy-Sell Notice, the Offeree Member may, at its option, either elect to purchase the entire Company Interest of the Invoking Member at the price described above, or to sell its entire Company Interest to the Invoking Member at the price described above.
The Buy-Sell Notice shall also constitute an offer by the Invoking Member to sell its entire Company Interest to the Offeree Member for a price equal to the amount of cash which would be distributable to the Invoking Member in the manner described above if it were the Selling Member.
Section 8.12 In the event the Purchasing Member defaults in its obligation to purchase the Company Interest of the Selling Member, then Selling Member as its sole and exclusive remedy shall be entitled to retain the Buy-Sell Deposit as full liquidated damages for such default of the Purchasing Member, in which event the buy-sell transaction shall be terminated and the Purchasing Member shall have no further rights to initiate the buy-sell provisions (as an Invoking Member) under this Article 8.
In the event of a Deadlock, either JRH or ------------------ CTFS (the "Invoking Member") may exercise its rights under this Section 12.04 by giving the other (the "Non-Invoking Member") notice (the "Redemption Notice") that the Invoking Member is implementing the redemption procedures set forth in this Section 12.04.
Section 8.5 The Offeree Member shall give notice of its election under Section 8.4 to the Invoking Member within sixty (60) days after such Offeree Member’s receipt of the Buy-Sell Notice; provided, however, that in the event the Offeree Member shall fail to give the Invoking Member notice of its election within such sixty (60) day period, such Offeree Member shall be conclusively deemed to have elected to sell its entire Company Interest to the Invoking Member.
If the Invoking Member does not withdraw the Buy/Sell Offer within such 15-day period, then the Responding Member must, within 45 days thereafter, give to the Invoking Member a written notice of election to either sell to the Invoking Member its Interest at the purchase price and on the terms and conditions set forth in the Buy/Sell Offer, or to purchase from the Invoking Member the Interest of the Invoking Member at the Fair Market Value thereof and on the other terms specified in the Buy/Sell Offer.
During the period between the date the Buy/Sell Notice is delivered by the Invoking Member and the date of the Buy/Sell Closing, and except as otherwise provided in this Agreement, the Managers and the Members will continue to operate the Company in accordance with the terms of this Agreement.
The failure of the Non- Invoking Member to give an effective and timely Election Notice shall conclusively be deemed an election by such Member to withdraw from the Company.
Section 8.2 The Buy-Sell Notice shall set forth the gross price (the “Stated Amount”) at which the Invoking Member would be willing to purchase all of the Company Assets from the Company.