Relevant Member Action definition

Relevant Member Action means, with respect to any matter relating to a Project or a Project Company with respect to which the Organizational Documents of such Project Company (or any other contract or agreement, or instrument) grant voting, approval or consent rights to the Project Guarantor, or otherwise provide the Project Guarantor with the option to cause any Project Company to take, or restrict any Project Company from taking, any action, the exercise by the Project Guarantor of such voting, approval, consent or other rights in conformity with the applicable Organizational Documents and the Project Guarantor’s fiduciary duties, if any, as such exercise may be limited by Law.
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Relevant Member Action means, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract or agreement, or instrument) grant voting, approval or consent rights to the Managing Member, or otherwise provide the Managing Member with the option to cause any Subject Fund to take, or restrict any Subject Fund from taking, any action, the exercise by the Managing Member of such voting, approval, consent or other rights in conformity with the applicable Organizational Documents and the Managing Member’s fiduciary duties, if any, as such exercise may be limited by Law.
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Relevant Member Action means, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract, agreement, or instrument) grant voting, approval or consent rights to the related Managing Member, or otherwise provide the Managing Member with the ability, or otherwise permit any Managing Member, to cause such Subject Fund to take, or restrict such Subject Fund from taking, any action, the exercise by the Borrower, in its capacity as sole member of the related Managing Member, of such voting, approval, consent or other rights; provided that for purposes of Article VI, if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall be deemed to have been taken; provided further, that for purposes of Article VII, if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall not be deemed to have been taken.
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Examples of Relevant Member Action in a sentence

  • Comply and cause compliance by each Borrower Subsidiary Party, and take all Relevant Member Action to cause compliance by each Subject Fund, in all material respects, with all Legal Requirements, including consumer protection Laws, except that, without limiting any requirements set forth in the Organizational Documents of any Subject Fund, the Borrower or a Funded Subsidiary may contest by appropriate proceedings conducted in good faith the validity or application of any such Legal Requirements.

  • Engage, or allow a Borrower Subsidiary Party to engage, or take any Relevant Member Action to allow a Subject Fund to engage, in any transactions with any of its Affiliates except in the ordinary course of business at prices and on terms and conditions not less favorable to such Person than could be obtained on arm’s-length basis from unrelated third parties.

  • In addition, Borrower and the Managing Members shall take all Relevant Member Action to cause each of the Subject Funds to maintain any insurance that such Subject Fund is required to maintain pursuant to the terms and conditions of the Project Documents.

  • Each Loan Party shall, or shall take Relevant Member Action to cause, all Revenues, income and other amounts paid, payable or distributable to any Managing Member or the Borrower, when actually paid, to be deposited in the sub-account of the Revenue Account (as defined in the CADA) that is related to such Managing Member.

  • Each Loan Party shall, or shall take Relevant Member Action to cause, all Revenues, income and other amounts paid, payable or distributable to any Managing Member or the Borrower, when actually paid, to be deposited in such Managing Member’s related Account.

  • The Borrower shall not, and shall take all Relevant Member Action to cause Portfolio not to, enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Financing Documents) that (a) encumbers or restricts the ability of any such Person to (i) to enter into and perform its obligations under the Financing Documents; (ii) make Restricted Payments directly to the Borrower or (iii) pay any Indebtedness or other obligation owed to the Borrower or any Lender.

  • If a reimbursable reporting service is provided by a cooperative station but reimbursable maintenance for this service is agreed to by the other agency, fractional visits should be indicated and the time on visits relating to the reporting service will be prorated to the reimbursable task concerned.

  • Take all Relevant Member Action to cause each Subject Fund to deposit all Excluded Revenues (other than Excluded Revenues received in respect of a 69 [***] Confidential treatment has been requested for the bracketed portions.

  • Unless otherwise specified, any reference in this Agreement requiring the Borrower to cause its Subsidiaries to take any action shall, with respect to the Tax Equity Opco, be interpreted to mean that the Borrower has taken all Relevant Member Action to cause the Tax Equity Opco to take such action.

  • The Borrower shall not, and shall take all Relevant Member Action to cause Portfolio not to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except Permitted Liens.


More Definitions of Relevant Member Action

Relevant Member Action means, (i) with respect to any Inverted Lease Structure, the exercise by the Managing Member of all of its voting, approval, consent or other rights to cause Lessor to take, or restrict from taking, any action, or to cause Lessor to cause any Lessee (as used herein, as defined in Part II of Appendix 11) to take, or restrict any Lessee from taking, any action and (ii) with respect to any other Eligible Structure, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract or agreement, or instrument) grant voting, approval or consent rights to the Managing Member, or otherwise provide the Managing Member with the option to cause any Subject Fund to take, or restrict any Subject Fund from taking, any action, the exercise by the Managing Member of such voting, approval, consent or other rights in conformity with the applicable Organizational [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Documents and the Managing Member’s fiduciary duties, if any, as such exercise may be limited by Law.
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Relevant Member Action means, with respect to any matter relating to the Tax Equity Opco with respect to which the organizational documents of such Tax Equity Opco (or any
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Relevant Member Action means, with respect to any matter relating to a Project or a Portfolio Company with respect to which the Organic Documents of such Portfolio Company (or any other contract or agreement, or instrument) grant voting, approval or consent rights to the Borrower, or otherwise provide the Borrower with the ability to cause any Portfolio Company to take, or restrict any Portfolio Company from taking, any action, the exercise by the Borrower of such voting, approval, consent or other rights in conformity with the applicable Organic Documents and the Borrower’s fiduciary duties, if any, as such exercise may be limited by Applicable Law.
Sample 1
Relevant Member Action means, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract, agreement, or instrument) grant voting, approval or consent rights to the related Managing Member, or otherwise provide the Managing Member with the ability to cause such Subject Fund to take, or restrict such Subject Fund from taking, any action, the exercise by the Borrower, in its capacity as sole member of the related Managing Member, of such voting, approval, consent or other rights; provided that for purposes of Article VI, if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall be deemed to have been taken; provided further, that for purposes of Article VII, if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. or as otherwise required by applicable Laws, the “Relevant Member Action” shall not be deemed to have been taken.
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Relevant Member Action means, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract, agreement, or instrument) grant voting, approval or consent rights to the related Borrower Subsidiary Party, or otherwise provide such Borrower Subsidiary Party with the ability, or otherwise permit such Borrower Subsidiary Party, to cause such Subject Fund to take, or restrict such Subject Fund from taking, any action, the exercise by such Borrower Subsidiary Party of such voting, approval, consent or other rights; provided, however, that any Borrower Subsidiary Party’s exercise or non-exercise of such rights as required by (i) the Organizational Documents of such Subject Fund, (ii) the Borrower Subsidiary Party’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) or (iii) any applicable Laws, shall in all cases be deemed to fully satisfy any obligation of such Borrower Subsidiary Party under the Loan Documents to take Relevant Member Action.
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Related to Relevant Member Action

  • Independent Member of the board means a member of the board who has no business, family or other relationship that raises a conflict of interests regarding the CCP concerned or its controlling shareholders, its management or its clearing members, and who has had no such relationship during the five years preceding his membership of the board;

  • Student Member means the member of ICCB who has been selected by ICCB's Student Advisory Committee. The student member has all the privileges of membership defined in Section 2-3 of the Act.

  • Management Member means any Member that is an employee of the Company or any of its Subsidiaries.

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

  • Agent Member means any member of, or participant in, the Depositary.

  • Agent Members has the meaning provided in Section 2.07(a).

  • Unit Member refers to any employee who is included in the certificated employees' bargaining unit and, therefore, covered by the terms and provisions of this Agreement.

  • Relevant Member State means each Member State of the European Economic Area which has implemented the Prospectus Directive, except Luxembourg; and

  • Bargaining Unit Member or “employee” means a University employee who is included in the bargaining unit as defined in Article 2: “Recognition and Scope”.

  • Interested Member means any person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that:

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Student media advisor means an individual who is employed, appointed, or designated by the District to supervise or provide instruction with respect to student media.

  • Member means a member of the Board;

  • host Member State means the Member State other than the home Member State in which a payment service provider has an agent or a branch or provides payment services;

  • Bankrupt Member means a Member who: (i) has become the subject of a decree or order for relief under any bankruptcy, insolvency or similar law affecting creditors' rights now existing or hereafter in effect; or (ii) has initiated, either in an original proceeding or by way of answer in any state insolvency or receivership proceeding, an action for liquidation, arrangement, composition, readjustment, dissolution, or similar relief.

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

  • Student media means any means of communication that are:

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

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

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;

  • Transient merchant means any person who engages in a temporary or itinerant merchandising business and in the course of such business hires, leases or occupies any building or structure whatsoever, or who operates out of a vehicle which is parked anywhere within the City limits. Temporary association with a local merchant, dealer, trader or auctioneer, or conduct of such transient business in connection with, as a part of, or in the name of any local merchant, dealer, trader or auctioneer does not exempt any person from being considered a transient merchant.

  • A Member means a companion, fellow, member, honorary member, associate or affiliate of the Society

  • juridical person of a Party means a juridical person which is either: