Prior Members definition

Prior Members means all of the Members other than Investor.
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Prior Members shall have the meaning set forth in the recitals.
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Prior Members has the meaning assigned to such term in the recitals.
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Examples of Prior Members in a sentence

  • At the Effective Time, the Company shall convert the Membership Interests of the Prior Members issued pursuant to the Prior LLC Agreement into the number of Series B Membership Interests set forth opposite such Member’s name under the column “Series B Membership Interests” on Exhibit A.

  • As part of the Purchase Price payable at Closing, Buyer shall be obligated to assume the obligation of Seller to pay the Prior Members (subject to the Target Year Earnout Ceiling and the “Aggregate Earnout Ceiling”), the applicable Earnout Percentage of the Adjusted EBITDA (the “Earnout”) earned by the Companies, on a consolidated basis, for each Target Year subject to the credits in Section 2.2(a).

  • The Escrow Amount shall be held and released by the Escrow Agent to the Prior Members or Buyer in accordance with the directions provided to the Escrow Agent or as otherwise provided in the Escrow Agreement in accordance with the terms and conditions of the Escrow Disbursement Agreement.

  • If the Target Year Earnout Ceiling for the 2016 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2017 Earnout Stock.

  • If the Target Year Earnout Ceiling for the 2018 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2019 Earnout Stock.

  • Except as otherwise expressly provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company; provided, however, that the foregoing does not negate a Member's or Prior Member's obligation to return funds wrongfully distributed to it.

  • At Closing under the terms set forth in the Escrow Assignment and Assumption Agreement, Seller shall assign to Buyer all of its rights and obligations with respect to the Escrow Amount, which shall be held in escrow by the Escrow Agent on behalf of Buyer and the Prior Members in accordance with the Escrow Agreement.

  • Upon such execution, all provisions of, rights granted and covenants made in the Prior Members Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect.

  • The Prior Members Agreement is hereby amended and superseded in its entirety and restated in this Agreement.

  • If the Target Year Earnout Ceiling for the 2017 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2018 Earnout Stock.


More Definitions of Prior Members

Prior Members means the persons and entities that collectively owned the Interests in the Companies that were sold to Seller herein (and Buyer therein) under the Prior Purchase Agreement, the classification of which and respective ownership shares of which were more fully described in Schedule 2.1 of said Prior Purchase Agreement.
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Related to Prior Members

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Team Members means the members of the Team, jointly and severally;

  • Investor Member means a member that has made a contribution to a limited cooperative association and:

  • Founder Member means a subscriber to these rules for the purposes of registration;

  • Class B Members means any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Management Members shall have the meaning set forth in the introductory paragraph of this Agreement.

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

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

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

  • Other Member means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

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

  • Team Member means an individual who is allowed to access the Cloud Service but is only granted membership in groups associated with “Team Member” permissions for the Cloud Service.2

  • Class A Members means those Members who have purchased Class A Interests.

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

  • Partner Group means any legal entity that has direct or indirect Control over the Partner and only as long as that legal entity maintains direct or indirect Control (“Parent Companies”) as well as all Associated Companies of the Parent Companies.

  • Panel Member ’ means a member of a panel;

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

  • Remaining Members has the meaning set forth in Section 11.2.

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

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

  • Preferred Member means a Member holding Preferred Units.

  • Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.