Preferred Member Sample Clauses

Preferred Member. The term "Preferred Member" has the meaning set forth in the opening paragraph of this Agreement.
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Preferred Member c/x Xxxxxx Realty, 000 Xxxxxxx Xxxxxx, Sackets Harbor, New York 13685, Attention: Xxxxx Xxxxxx.
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Preferred Member. Preferred Member shall have no obligation to make additional PE Contributions. In the event that at any time the Sponsor Member fails to make an additional capital contribution required for payment of any Necessary Expenses within ten (10) Business Days following receipt by Sponsor Member of a notice from Preferred Member setting forth Preferred Member’s intention to pay for such Necessary Expenses, Preferred Member may, in its sole discretion and without the consent of any other Member, pay such Necessary Expenses. The amount paid by Preferred Member in respect of such other Necessary Expenses shall be deemed to be an additional PE Contribution and shall be added to the Unreturned Preferred Capital of Preferred Member. Preferred Member shall promptly provide the Company with written notice of any such additional capital contribution.
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Preferred Member. Pursuant to this Agreement, Purchaser shall be ----------------- a preferred investor and member in the LLC, and as such shall receive a preferred return on its Contributed Equity from the distributed cash flow of the LLC as per Section 5.15.
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Preferred Member. A member of the Peer Support Team will contact the person(s) listed on the member’s Employee Notification Form as the preferred notification person in order of priority. If the person is unavailable or will have an extended response time, the next person(s) will be contacted. If a preferred notification person is on-duty, all efforts should be made to relieve the preferred notification person from duties, at least temporarily, in order for the notification to be provided. If at all possible, notifications should be done with two people.
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Preferred Member. Any such amendment shall become effective on the later of (A) the date proposed by the parties to such amendment or (B) 31 days after submission of such amendment to LPSC unless LPSC issues an order disapproving such amendment within the 30-day period following such submission.
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Preferred Member. To the extent permitted or not prohibited under the Loan Documents, (1) (i) all or part of the Preferred Member’s Membership Interest or (ii) all or part of the direct or indirect membership interests in the Preferred Member may at any time, without the consent or approval of any other Member, be Transferred to (x) a Preferred Affiliate, (y) the Sponsor Member pursuant to any provision of this Agreement or through any other direct agreement with the Sponsor Member or Affiliate thereof or (z) any Qualified Organization and (2) the direct or indirect member interests in Torchlight Debt Opportunity Fund IV, LLC and/or DOF IV REIT Holdings, LLC and/or Bay Point TRS, LLC may be Transferred at any time without the consent or approval of any other Member.
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Preferred Member. As of the date hereof, the Company has no Preferred Members. Upon consummation of the transfer of assets contemplated by the Purchase Agreement on the Purchase Agreement Closing Date, GDREC shall be admitted as a Preferred Member of the Company and shall be shown as such on the books and records of the Company. Except as expressly permitted by this Agreement, no other Person shall be admitted as a Preferred Member of the Company without the approval of the Managing Member; provided, however, that if an additional Person is admitted as a Preferred Member, so long as GDREC is a Preferred Member, no Preferred Member shall hold interests of the Company ranking senior to or pari passu with GDREC's interests in respect of distributions or liquidation without the consent or approval of GDREC.
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Preferred Member. Number of Preferred Units ----------------- -------------------------
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Related to Preferred Member

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons and trusts of natural persons residing within Fayette, Washington and Xxxxxxxxxxxx Counties in the Commonwealth of Pennsylvania; then to the Mid-Tier Holding Company’s public stockholders at the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-165437) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves other arrangements for the offering, the Holding Company will submit a post-effective amendment with the Securities and Exchange Commission and the Financial Industry Regulatory Authority must review and approve such other arrangements. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the “Conversion Application”) as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments thereto, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated May 14, 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

  • Substituted Member (a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right. (b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Member Capital Contributions (Check One)

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