Examples of Purchaser Member in a sentence
Members acquiring their Units under this initial Offering shall be entitled to that portion of fifty percent (50%) of the Company’s Distributable Cash equal to said Unit Purchaser’s respective Interests relative to the Interests of all other Unit Purchaser Member Interests.
Any action to be taken by the Board shall require the affirmative vote of at least three members of the Board, including at least one member of the Board appointed by the Purchaser Member and at least one member of the Board appointed by the Seller Member.
Emdeon shall update Exhibit D from time to time to reflect the then-current list of Persons deemed to directly or indirectly compete under such clauses, and the Purchaser Member Parties may rely on such updated list for purposes of this Agreement.
The Members agree and acknowledge that (a) the Purchaser Member and/or its Affiliates will rely on, and compile the books and records of the Company from, reports produced by the Servicers, (b) such books and records shall not be maintained in accordance with GAAP and (c) the Purchaser Member will engage a third party to prepare the tax returns for the Company in accordance with Section 8.4.
At any meeting of the Board, a majority of the members of the Board including at least one member of the Board appointed by the Purchaser Member and at least one member of the Board appointed by the Seller Member, whether present in person or by phone, shall constitute a quorum for the transaction of any business which may be taken at such a meeting.
The removal from the Board (with or without cause) of any member designated by the Purchaser Member may be effected by the Purchaser Member, and the removal from the Board (with or without cause) of any member designated by the Seller Member may be effected by the Seller Member.
To the extent the Purchaser Member (or any of its Affiliates) wish to provide advisory and other customary deal-related services in connection with any potential transaction of the Company or any Subsidiary, such parties shall be required to present their suggested proposal or opportunity to the Board in advance of rendering the applicable service, which shall thereafter be provided pursuant to a Related Party Agreement.
The written consent of the Emdeon Parties and the Purchaser Member Parties shall, for so long as such Members are entitled to designate Independent Directors pursuant to clause (d) above (but subject to Section 6.1(c)), be required to remove without cause any of the Independent Directors and an Independent Director only may be removed for cause if a majority of the Directors approve such removal.
A vacancy in any Board position designated by the Purchaser Member shall be filled by the Purchaser Member, and a vacancy in any Board position designated by the Seller Member shall be filled by the Seller Member.
Notwithstanding anything in the foregoing sentence to the contrary, no Member other than the Purchaser Member or its Affiliates shall be entitled to share in the GA Closing Fee, and such fee shall not be deemed a distribution to the Purchaser for any purpose under this Agreement.