Approving Members definition

Approving Members shall have the meaning set forth in Section 7.7(a).
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Approving Members means (i) at any time prior to the earlier of (A) the fifth anniversary of the Effective Date and (B) the consummation of the Initial Public Offering, both the Allscripts Members and the GI Members and (ii) at any time on or after the earlier of (A) the fifth anniversary of the Effective Date and (B) the consummation of the Initial Public Offering, the GI Members.
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Approving Members has the meaning given it in Section 9.04.
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Examples of Approving Members in a sentence

  • To exercise this right, the Approving Members must deliver a written notice to the Minority Members describing the terms and conditions of the Tender Offer.

  • If such an exercise has been made by the Approving Members, then each Minority Member shall be obligated to sell all of its Units pursuant to the Tender Offer.

  • The Advisory Agreement may be terminated by the Board or by the approval of the Approving Members, without penalty, upon not less than 60 days’ prior written notice to the Adviser.

  • The actions taken by the Approving Members (i.e., the approval or disapproval of the applicable matter) at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Approving Members as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof.

  • Prompt notice of the action so taken, which shall state the purpose or purposes for which such consent was obtained and may be delivered via email, without a meeting shall be given to those Approving Members who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent.

  • Notwithstanding the foregoing provisions of this Section 1.4, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Members do not also do so with respect to all of the applicable class or series of the Company’s shares held by them.

  • Any action taken pursuant to such written consent of the Approving Members shall have the same force and effect as if taken by the Approving Members at a meeting thereof.

  • Notwithstanding the foregoing provisions of this Article 102, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Members do not also do so with respect to all of the applicable class or series of the Company’s shares held by them.

  • If the Approving Members fail to purchase such Channels and other assets at their appraised value, the LLC shall continue to offer such Channels and other assets for sale to third parties but shall not, without the consent of a Majority of the Members, undertake the buildout of the System utilizing such Channels except to the extent legally required in order to maintain the LLC s ownership of such Channels.

  • The directors, however, may grant guarantees, by way of mortgage, hypothec or otherwise, upon the assets of the Company, to any director or officer who personally guarantees the liabilities of the Company.


More Definitions of Approving Members

Approving Members has the meaning specified in Section 7.1(a).
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Related to Approving Members

  • Founding Members means those public school districts, cities, counties, and other governmental units that are signatories to the Joint Powers Agreement and have a voting member serving on the JPA's Board of Directors.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Class A Members means those Members who have purchased Class A Interests.

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • Class B Members means any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Project Proponent means the individual or organization that has overall control and responsibility for the Project, or an individual or organization that together with others, each of which is also a Project Proponent, has overall control or responsibility for the Project. The entity(s) that can demonstrate Project Ownership in respect of the Project. For the avoidance of doubt where an individual executes this Representation in their capacity as an authorized office holder of the company who is the Project Proponent, this Representation is made by the company, not the authorized office holder;

  • Presiding Member means the presiding member of a committee or the deputy presiding member, or a member of the committee when performing a function of the presiding member in accordance with the Act;

  • Founding Member means any individual who is either:

  • Voting Member means a Member holding one or more Voting Shares.

  • Consenting Stakeholders has the meaning set forth in the preamble to this Agreement.

  • Lead Member of the Bidding Consortium or “Lead Member” shall mean a company who commits at least 26% equity stake in the Project, meets the technical requirement as per Clause 2.1.2and so designated by other Member(s) in Bidding Consortium;

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • Continuing Member means a member of the Board of Directors of the Company who either (a) was a member of the Company's Board of Directors on the Effective Date and has been such continuously thereafter or (b) became a member of such Board of Directors after the Effective Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Company's Board of Directors.

  • Participating member means an eligible employee who elects to participate in the defined contribution retirement plan established under this chapter.

  • Majority in Interest of the Members means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

  • Preferred Member means a Member holding Preferred Units.

  • Majority in Interest of the Limited Partners means Limited Partners (other than the General Partner and any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner) holding Percentage Interests that in the aggregate are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners (other than the General Partner and any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner).

  • Majority in Interest of the Partners on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner as of which the Partners’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.

  • Panel Member ’ means a member of a panel;

  • Disposing Member is defined in Section 4.1.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Team Members means the members of the Team, jointly and severally;

  • Committee Members means persons formally appointed by the Board to sit on or to chair specific committees.