Member Intent Sample Clauses

Member Intent. The Member is acquiring the Consideration Units for the Member’s own investment account as principal, for investment purposes only, not for any other person or entity and not for the purpose of resale or distribution, except pursuant to sales registered or exempted under the Securities Act. The Member has no present arrangement to effect any distribution of the Consideration Units to or through any other person or entity.
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Member Intent. With respect to Section 4.02 and 4.03 hereof, the Members acknowledge and agree as follows:
Member Intent. Such Member is acquiring the Units for his, her or its own account as a principal, for investment purposes only, not for any other person or entity and not for the purpose of resale or distribution. Such Member does not have any present intention of selling, granting any participation in or otherwise distributing any such Units; and such Member does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, encumber, pledge, hypothecate or grant participations to such person or to any third person, with respect to any of the Units.
Member Intent. The Member is acquiring the Shares for the Member’s own account as principal, for investment purposes only, and not for any other person and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state law. The Member has not entered into any written or oral agreement to sell, transfer or otherwise dispose of the Shares and does not have any present intention to transfer the Shares to any other person or entity.

Related to Member Intent

  • Investment Intent Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Member The Member owns 100% of the limited liability company interests in the Company.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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