Member Transaction definition

Member Transaction has the meaning set forth in Section 11.5.
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Member Transaction shall be as defined in Section 8.2.
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Member Transaction has the meaning specified in Section 5.14 of the Operating Agreement.
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Examples of Member Transaction in a sentence

  • The Operating Member will use its commercially reasonable efforts to provide the Minority Member, as promptly as practicable, with such information concerning the applicable mineral property as the Minority Member may reasonably request for the purposes of determining whether to make a Member Transaction Offer.

  • Payment of such accounting and bookkeeping fees shall be deemed operating expenses of the Company and shall not be subject to treatment as a Member Transaction under the provisions of Section 5.2 (b) or (c).

  • If you have any questions about the repurchase process, please call your sales coverage team or the Member Transaction Desk at (toll-free) 855-FHLB-CHI or 855-345-2244, Option 1.

  • A Member Transaction Offer shall set forth all of the material terms and conditions of the Disposition Transaction that are proposed by the Minority Member (which may be the same as, or more or less favourable than, the terms and conditions set forth in the Disposition Notice).

  • The Company shall pay all expenses directly related to the operation of the Transloading Facility including but not limited to utilities, real estate taxes, sales taxes, maintenance, insurance, labor costs and Member Transaction costs.

  • A Member Transaction Offer must be irrevocable for at least five Business Days and shall set forth all of the material terms and conditions of the Disposition Transaction that are proposed by the Minority Member (which may be the same as, or more or less favourable than, the terms and conditions set forth in the Disposition Notice).

  • The sublease by the Company of rail cars from PTS, or the provision of rail cars to the Company by PTS without formal sublease arrangement, shall each constitute a Member Transaction as to PTS.

  • The lease of the Transloading Facility and the Equipment by the Company from DPT shall constitute a Member Transaction with respect to DPT.

  • Any and all reimbursement payable to the Members under Section 3.4(b) for the Facility Management Costs and Section 7.6(e) for the Financial Services Fee (defined below): (i) shall be deemed operating expenses of the Company, (ii) shall not be subject to treatment as a Member Transaction and (iii) shall not offset or otherwise adjust any distributions to such Member in respect of such Member’s Units.

  • Whether or not the Transactions are consummated, all third party expenses shall be the obligation of the respective party incurring such fees and expenses, including that all Member Transaction Expenses shall be the obligation of the Members, subject to Section 1.5(b)(iv).

Related to Member Transaction

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Business Combination Transaction means:

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Transaction means the transactions contemplated by the Transaction Documents.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Contemplated Transactions means all of the transactions contemplated by this Agreement.