Member Transferee definition

Member Transferee shall have the meaning specified in Section 18.18(a) of the Participation Agreement.
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Member Transferee means any Member who has directly or indirectly received its Membership Interest through a Disposition from another Member.
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Member Transferee has the meaning set forth in Section 3.2.4.
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Examples of Member Transferee in a sentence

  • No Transfer by a Member to a Group Member Transferee shall affect the number of Managers that may be appointed by such Member pursuant to this Agreement; provided that if a Group Member Transferee shall acquire all of the Membership Interests of a Member, then such Group Member Transferee shall be substituted for such Member and shall succeed to such Member’s right to appoint Managers.

  • To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 7.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee.

  • The Placement Warrants shall be non-redeemable so long as the Purchaser or a Member Transferee hold such Placement Warrants following their issuance by the Company to the Purchaser.

  • To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 8.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee.

  • No Member, Transferee, Assignee, Charging Order Holder, or other Person has the right to require the return of any capital contribution; however, the Company may return all or any portion of a Member’s capital contribution with the unanimous consent of the Manager if, after such distribution, all liabilities of the Company, including borrowing from Members could be paid.

  • If either Xiao or TPA consummate a Permitted Transfer to any other Initial Member Transferee, a corresponding reduction of 1,200 Class A Voting Units shall be made by any other Initial Member Transferee to 2,400 Class A Voting Units and the number of Class A Voting Units to be held by IPW shall be increased to 3,600 Class A Voting Units, or 60% of 100% of the 6,000 Class A Voting Units to be outstanding if the Option is fully exercised.

  • Transferor: Clean Tech Investments, LLC By: /s/ Jonas Grossman_ Name: Xxxxx Xxxxxxxx Title: Managing Member Transferee: Clean Tech Acquisition Corp.

  • Any such Member Transferee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 7 to assign such transferred interest, but any such further assignee or transferee thereof shall likewise have only the rights set forth in this Section 7.5, shall be subject to the provisions of Section 7.1 hereof, and shall not become a Substitute Member of the Company unless and until the conditions of Section 7.1 have been satisfied.

  • After receiving a bona fide purchase offer from such Person, the Member Transferee shall give an Offer Notice to the Original Transferring Member.

  • On application of any Member, Member's legal representative or Member Transferee, the court, for good cause shown, may order judicial supervision of the winding up.


More Definitions of Member Transferee

Member Transferee means a Person to whom the interest of a Member in Profits and Losses and Distributions has been transferred but who has not become an additional or substitute Member pursuant to the provisions hereof and applicable law.
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Related to Member Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Substitute Member means a Person who is admitted as a Member of the Company pursuant to Section 2.7 as a result of a Transfer of Shares to such Person.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

  • Disposing Member is defined in Section 4.1.

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Purchasing Member has the meaning set forth in Section 9.2(c).

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Initial Holder has the meaning set forth in the preamble.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

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

  • Founding Member means any individual who is either:

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).