Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.
Independent Member. Upon Notice from Landlord, Tenant shall have an Independent Member (who shall be a non-equity member) at all times, or if the Independent Member has withdrawn, Tenant shall not take any action which may not be taken pursuant to the organizational documents of Tenant without the consent of the Independent Member until such time as a replacement Independent Member has been admitted to Tenant.
Independent Member. The Company shall at all times have at least one Member (each, an "Independent Member") that shall be a special purpose corporation formed pursuant to a charter or articles of incorporation that (i) limits its business purposes and activities and (ii) requires the unanimous consent of its entire board of directors (without any vacancies), including the affirmative vote of all Independent Directors before such member may approve, permit or take any action, or cause any action to be taken in respect of the following actions with respect to any limited liability company of which it is a member, to (a) institute proceedings to have itself adjudicated bankrupt or insolvent, (b) consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking, or consent to, such member's or limited liability company's reorganization or relief under any applicable federal or state law relating to bankruptcy, (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of such member or limited liability company or all or a substantial part of its property, (e) make any assignment for the benefit of its creditors, admit in writing its inability to pay its debts generally as they become due, (f) institute, or join in any institution of, any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state bankruptcy or similar law, against any entity in which such member or limited liability company holds an ownership interest or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above.
Independent Member. An individual person who serves as a member of the Committee and is not appointed by UAW, who satisfies the requirements of section 9.1, and whose experience in such fields, without limitation, as health care, employee benefits, asset management, human resources, labor relations, economics, law, accounting or actuarial science indicates a capacity to fulfill the powers and duties of Article X in the manner described in Section 10.11, and wherever practicable, helps to provide a range of relevant experiences to the Committee.
Independent Member. The Independent Member, if any, shall have the authority set forth in this Agreement. Upon the termination of Asset Purchase Agreement and the Lease Agreement and the repayment of all outstanding Obligations, the Independent Member, if any, shall automatically resign from the Company.
Independent Member. The Company shall at all times have at least one Member (each, an "Independent Member") that shall be an Independent Person.
Independent Member. ICI shall at all times have at least one member who shall not be, nor have been, a director of any “Affiliate” of ICI except as described below or an officer of, be employed by, be a creditor, supplier or contractor of, or hold any beneficial or economic interest in ICI or any “Affiliate” of ICI or any member of the Interpool Group, or be a family member of any of the foregoing. As used in the preceding sentence, “Affiliate” shall mean any entity other than ICI (i) which owns beneficially, directly or indirectly, 10% or more of the beneficial interests of ICI; or (ii) of which 10% or more of its common stock or other beneficial interest is owned beneficially, directly or indirectly, by any entity described in clause (i) above, or (iii) which is “controlled”, as defined in Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405, by an entity described in clause (i) above. Upon the earlier of ICI’s or the Servicer’s knowledge of any resignation, removal or incapacity of any such member, ICI and/or the Servicer shall promptly (but in no event later than five (5) days after such knowledge), notify each of the Administrative Agent, each Enhancer, the ICF Indenture Trustee, the ICI Indenture Trustee, each ICI Control Party, each Lessor, each Currency Hedge Counterparty, and each Interest Rate Hedge Counterparty of such resignation, removal or incapacity. Within thirty (30) days of ICI’s or the Servicer’s knowledge of such resignation, removal or incapacity, ICI shall appoint an independent member in accordance with this Section 630 and the ICI Operating Agreement.
Independent Member a) The Company shall at all times have one Independent Member.
b) No resignation, removal or withdrawal of the Independent Member, and no designation of a successor Independent Member shall be effective until such successor shall have accepted such designation as the Independent Member in writing. In the event that no Person shall be designated as the Independent Member for any period, the Member(s) shall promptly designate a successor Independent Member; provided, however, that such successor Independent Member shall be acceptable to the Agent, in its reasonable discretion.
c) The Independent Member shall remain in place until his or her death, disability or resignation, or upon removal by the Member(s) with prior written consent of the Agent. Upon the death, disability, resignation or removal of the Independent Member, a successor Independent Member, reasonably acceptable to the Agent, shall be designated by the Member(s). After the Discharge Date, the Member(s) may amend this Agreement to provide that the requirement to have an Independent Member and all provisions relating to an Independent Member are deleted.
d) The Independent Member may not delegate any of its powers to any other Person.
e) No other Member of the Company, other than the Independent Member, shall receive compensation from the Company for being a member of the Company except as permitted by the Credit Agreement.
f) The Independent Member shall have no economic interest in the Company; provided however, that notwithstanding the foregoing, for the purposes of this section, an economic interest shall be deemed to exclude any economic interest the Independent Member has in the Company as a result of holding an equity interest of an Affiliate of the Company which are traded on public stock exchanges.
Independent Member. The Issuer shall at all times have at least one member who shall not be, nor have been, a director of any “Affiliate” of the Issuer except as described below or an officer of, be employed by, be a creditor, supplier or contractor of, or hold any beneficial or economic interest in the Issuer or any “Affiliate” of the Issuer or any member of the Interpool Group, or be a family member of any of the foregoing. As used in the preceding sentence, “Affiliate” shall mean any entity other than the Issuer (i) which owns beneficially, directly or indirectly, 10% or more of the beneficial interests of the Issuer; or (ii) of which 10% or more of its common stock or other beneficial interest is owned beneficially, directly or indirectly, by any entity described in clause (i) above, or (iii) which is “controlled,” as defined in Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405, by an entity described in clause (i) above. Upon the earlier of the Issuer’s or the Servicer’s knowledge of any resignation, removal or incapacity of any such member, the Issuer and/or the Servicer shall promptly (but in no event later than five days after such knowledge) notify each of the Administrative Agent and the Indenture Trustee, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty of such resignation, removal or incapacity. Within 30 days of the Issuer’s or the Servicer’s knowledge of such resignation, removal or incapacity, the Issuer shall appoint an independent member in accordance with this Section 6.30 and the Operating Agreement.
Independent Member. The Company shall at all times have at least one Member (each, an "Independent Member") that shall be a special purpose corporation formed pursuant to a charter or articles of incorporation that (i) limits its business purposes and activities and (ii) requires the
