Required Member definition
Examples of Required Member in a sentence
Each Required Member shall thereafter be obligated to sell their Units on the terms set forth in the Drag-Along Notice.
When remitting the Required Member Withholding, the Manager shall inform the relevant taxing authority of the name and tax identification number of the Member for whose account such Required Member Withholding is being made.
If the Manager determines at any time that the Required Member Withholding with respect to a particular Member exceeds the amount of distributions or other amounts payable to such Member at such time (a “Cash Shortfall”), the Member in question shall immediately make a cash contribution to the Company equal to the amount of such Cash Shortfall, which the Manager shall use to effectuate the Required Member Withholding.
Required Member Contributions shown in Monthly Funding Statements or Special Funding Statements are referred to as “Cash Requirements”.
At any time when Class I Units are outstanding, upon a Required Member Approval given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a single class, the Company shall immediately undertake to cause the removal of one or both of the Management Directors or any other employees of the Company or its subsidiaries from the Board of Directors or the termination of the chief executive officer of the Company.
The Manager is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member under the Agreement such amount or amounts (“Required Member Withholding”) as it reasonably determines is required by the Member Withholding Law, and to remit the Required Member Withholding to the Internal Revenue Service and/or such other applicable State taxing agency at such time or times as may from time to time be required by the relevant taxing authority.
The Manager is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member under the Agreement such amount or amounts (“Required Member Withholding”) as it reasonably determines is required by the Member Withholding Law, and to remit the Required Member Withholding to the Internal Revenue Service and/or such other applicable state taxing agency at such time or times as may from time to time be required by the relevant taxing authority.
Each Required Member shall thereafter be obligated to sell their Units and corresponding Class B Common Shares on the terms set forth in the Drag-Along Notice.
Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Required Member.
The Partnership Representative shall keep each Member reasonably and promptly informed of any audits or administrative or judicial proceedings affecting or relating to the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Required Member prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings.