Inactive Management Members Clause Samples
The 'Inactive Management Members' clause defines the status and rights of individuals who are part of a company's management but are no longer actively participating in its day-to-day operations. Typically, this clause outlines what constitutes inactivity, such as prolonged absence or failure to fulfill management duties, and may specify the consequences, like loss of voting rights or reduced access to company information. Its core function is to ensure that only actively engaged management members influence key decisions, thereby maintaining effective governance and preventing inactive members from impeding company operations.
Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Common Units held by such Member shall cease to have voting rights and such Member shall be thereafter referred to herein as a “Inactive Management Member” with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, such Inactive Management Member shall continue to be treated as a Member (including, for the avoidance of doubt, for purposes of Article IX hereof).
Inactive Management Members. If a Management Member’s employment with the Company terminates for any reason, such Member shall be thereafter be referred to herein as an “Inactive Management Member” with only the rights (and applicable restrictions) of an Inactive Management Member specified herein. Notwithstanding anything to the contrary, such Inactive Management Member shall continue to be treated as a Member for purposes of any applicable allocations or distributions, which shall be deemed for tax purposes to be made to such Inactive Management Member in its capacity as a Member, until such time as all Units retained by such Inactive Management Member are Transferred or repurchased in accordance with this Agreement.
Inactive Management Members. Notwithstanding anything to the contrary, the provisions of this Section 4.6 shall apply to both Management Members and Inactive Management Members (as defined in Section 8.2).
Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Affiliates in connection with the termination of employment of such Member for any reason, the Common Units held by such
Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company in connection with the termination of employment of such Member for any reason, the Units held by such Member shall cease to have voting rights and such Members shall be thereafter referred to herein as an "Inactive Management Member" with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, except as otherwise expressly provided herein the economic rights of an Inactive Member shall be unchanged and such Inactive Management Member shall continue to be treated, for U.S. federal, state and local income tax purposes, as a Member to the extent such Inactive Management Member retains any Units following such termination, and any allocations or distributions made to such Inactive Management Member shall be deemed for tax purposes to be made to such Inactive Management Member in its capacity as a Member.
Inactive Management Members. If a Management Member ceases to be employed by the Company or any of its Subsidiaries for any reason (it being understood that if the Management Member remains employed by MRM, he or she will not be treated as an Inactive Member), such Management Member shall thereafter be referred to herein as an “Inactive Management Member” with only the rights of an Inactive Management Member specified herein with respect to such Restricted Common Units and Profits Units.
Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Common Units held by such Member shall cease to have voting rights and such Member shall be thereafter referred to herein as an “Inactive Management Member” with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, such Inactive Management Member shall continue to be treated as a Member (including, for the avoidance of doubt, for purposes of Article IX hereof). If an Inactive Management Member violates any material provision of this Agreement or materially breaches any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary, and the Majority Sponsors determine that in light of such material breach and the circumstances relating thereto that it would be appropriate to do so, such Majority Sponsors (acting through the Override Unit Committee) may determine that all or any portion of the Override Units issued to such Inactive Management Member shall be forfeited.