Major Member definition

Major Member means any Member (together with its Affiliates) who owns, immediately after the consummation of the Company’s initial public offering, 5% or more of the outstanding shares of Class A Common Stock of PubCo (on a fully-diluted basis and assuming the conversion of all Units held by such Member into Class A Common Stock on a one-for-one basis).

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Major Member means (i) any Member holding Class A Units or (ii) any other Member holding a number of Units, in the aggregate with the Universal Percentages of such Member’s Affiliates, with a Universal Percentage greater than or equal to 2.0%.

Major Member means, as of any time of determination, any Member that holds five percent (5%) or more of the then total outstanding Units (excluding any Incentive Units) held by all Members.

Examples of Major Member in a sentence

• At the expiration of such [***] period, the Company shall promptly notify each Major Member that elects to subscribe for all the New Shares available to it (each, a “Fully Exercising Member”) of any other Major Member’s failure to do likewise.

• Each Major Member who desires to exercise its Right of Co-Sale (each, a “Participating Member”) must give the selling Member written notice to that effect within [***] after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Major Member shall be deemed to have effectively exercised the Right of Co-Sale.

• A Major Member shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.

• If a Participating Major Member does not own Units of the same class or series as the Sale Units, such Participating Major Member will substitute in such Transfer the Units of the class or series held thereby that are closest in value to the Sale Units as measured by a Unit’s Pro Rata Share.

• No other course of dealing between the Company or any Investor or other Major Member or any delay in exercising any rights hereunder shall operate as a waiver of any rights of any such Persons.

• In recognition of this fact, each Major Member agrees that, in the event of a breach by such Major Member of any of such provisions and in addition to Parent’s remedy at law, Parent shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

• Except for this Section 3, this Agreement will terminate upon the closing of (i) a Liquidity Event, or (ii) with respect to each Major Member, at such time as such Major Member ceases to hold Company equity securities.

• Notwithstanding the foregoing, Tenant shall, within thirty (30) days after such Expense Statement is received, pay to Landlord the amount set forth in such Expense Statement, without prejudice to Tenant's right to dispute such Expense Statement.

• The presentation of an executed copy of this Agreement by any Qualifying Executive, Major Member or such other holder to the independent accountants of the Company or any of its Subsidiaries shall constitute permission to its independent accountants to participate in discussions with such Investors or their respective officers, directors, managers, employees, agents or advisors.

• For the sake of clarity, a Major Member who has requested the Proposed Transfer shall not have the right to be a Participating Member with respect to such Proposed Transfer.

More Definitions of Major Member

Major Member means each Member that, as of the Effective Date (immediately after giving effect to the consummation of the Restructuring Transactions to occur on or as of the Effective Date, including all payments and distributions to be made on or as of the Effective Date), owns or holds (together with its Affiliates) at least five percent (5.0%) of the issued and outstanding Class A Units as of the Effective Date (immediately after giving effect to the consummation of the Restructuring Transactions to occur on or as of the Effective Date, including all payments and distributions to be made on or as of the Effective Date); provided, however, that any such Member will permanently cease to be a “Major Member” once such Member owns or holds (together with its Affiliates) less than five percent (5.0%) of the issued and outstanding Class A Units at any time after the Effective Date; provided, that if any such Member owns or holds (together with its Affiliates) less than five percent (5.0%) of the issued and outstanding Class A Units at any time after the Effective Date as a result of the sale or issuance of Additional Securities pursuant to Section 9.6(d), then such Member shall not cease to be a Major Member as a result of such sale or issuance unless such Member owns or holds (together with its Affiliates) less than five percent (5.0%) of the issued and outstanding Class A Units after the consummation of the sale or issuance of Additional Securities to Other Preemptive Members pursuant to Section 9.6(d), if any.

Major Member means a Member owning 20% or more of the total Percentage Interest.

Major Member means each of the MeiraGTx Member and, following Completion, the Hologen Member.

Major Member means each of Hologen and MeiraGTx and any other future member holding more than or equal to [***] of the share capital of the Company.

Major Member means any Member holding at least 10% of the outstanding Units (which Units must be vested in the case of Incentive Units).

Major Member means each of (i) Columbia Care and (ii) ACPRR, in each case for so long as such Member holds a Membership Interest in the Company. Manager: each Person who may be designated or elected from time to time by the Members in accordance with Section 4.2 to serve as a Manager hereunder, in each case, as long as such person shall serve, and in such person’s capacity, as a Manager hereunder.