Examples of Nortel Member in a sentence
Subject to the foregoing provisions of this Section 15.13, the terms of any such arrangement and of other transactions with the Willxxxx Xxxber, the Nortel Member, or their Affiliates, shall be as determined by the Company, acting through the Management Committee, and the other party.
The Willxxxx Xxxber or the Nortel Member shall be entitled to charge the Company prices for those operating, management, and administrative services utilized by the Company which are competitive with what the Company could have obtained in similar transactions with unrelated third parties.
In addition, the Willxxxx Xxxber or the Nortel Member shall be entitled to charge the Company for reasonable allocations of overhead from its parent company directly applicable to the provision of operating, management, and administrative services to the Company.
The Members agree that the Management Committee may, from time to time, enter into arm's-length transactions on behalf of the Company with the Willxxxx Xxxber, the Nortel Member, a new Member, any substituted Member, and their respective Affiliates.
The Technology Committee and Human Resources Committee both shall have four (4) members, two of which shall be appointed by the Willxxxx Xxxber and two of which shall be appointed by the Nortel Member.
The Nortel Member may withdraw its Put Notice after the determination of the Put Purchase Price; provided, however, that in such event the Nortel Member will pay the fees and expenses of the investment banking firm; and provided, further, that the Nortel Member may not make another Put Notice arising from the same event or based on the same provision hereof until a period of six months has elapsed from the time of giving the previous Put Notice.
The Audit Committee shall have four (4) members, two of which shall be appointed by the Willxxxx Xxxber and two of which shall be appointed by the Nortel Member.
Xxxxx, Xxneral Counsel Facsimile Number: (918) 000-0000 If to the Nortel Member: Northern Telecom Inc.
The Willxxxx Xxxber shall use its reasonable best efforts to cause the Intended Listed Affiliate to effect registration under the Securities Act of the Intended Listed Affiliate Common Stock held by the Nortel Member as expeditiously as possible after such exchange in accordance with the registration procedures set forth in Exhibit N.
Upon the consummation of such transactions, the respective Capital Accounts of the Nortel Member and the Willxxxx Xxxber shall be credited in the amounts of 30% and 70%, respectively, of the aggregate Agreed Value of the Company (including TTS Meridian Systems, Inc., which will be purchased by the Company pursuant to the TTS Agreement), thus reflecting the Agreed Value of the respective initial Capital Contributions of each Member.