Change of Member Control definition

Change of Member Control means, in the case of any Member, an event (such as a Disposal of voting securities) or series of related events that result in a Member ceasing to be Controlled by the Person that Controlled such Member immediately prior to such event.
Change of Member Control means with respect to the Class B Member, an event (such as a Transfer of voting securities) that causes such Member to cease to be Controlled by such Member’s Member Parent; provided, however, that an event that causes such Class B Member’s Member Parent to be Controlled by another Person shall not constitute a Change of Member Control.
Change of Member Control means with respect to any Class B Member, an event in which a Person or Persons who prior to a transaction or series of transactions, individually or collectively possessed directly or indirectly, legally or beneficially:

Examples of Change of Member Control in a sentence

  • A Change of Member Control must also comply with the requirements of this Section 3.03.

  • CHANGE OF MEMBER CONTROL - with respect to any Member, an event (such as a Disposition of voting securities) that causes such Member to cease to be Controlled by such Member's Parent; provided, however, that an event that causes any of such Member's Parents to be Controlled by another Person shall not constitute a Change of Member Control.

  • Each Member may only sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of all or any part of its Membership Interests or any interest, rights or obligations with respect thereto, directly or indirectly (including through a Change of Member Control) (any such action, a “Transfer”) in compliance with this ARTICLE IX.

  • A Change of Member Control of the Class B Member must also comply with the requirements of this Section 9.1 (other than Section 9.1(b)(iii)(A)(2), Section 9.1(b)(iii)(A)(3)), for a Transfer of the Class B Member’s interest at such time.

  • If the Control Notice is not given by the Changing Member as provided above and any other Member becomes aware of such Change of Member Control, such other Member shall have the right to give the Control Notice to the Changing Member, the Company and the other Members.


More Definitions of Change of Member Control

Change of Member Control has the meaning assigned to such term in the Enterprise GP LLC Agreement.
Change of Member Control means either a TE Change of Member Control or a LD Change of Member Control.
Change of Member Control means with respect to any Member, an event (such as a Transfer of voting securities) that causes such Member to cease to be Controlled by such Member’s direct Parent; provided, however, that an event that causes such Member’s direct or indirect Parent to be Controlled by another Person (or an Organic Transaction) shall not constitute a Change of Member Control; provided, further, however, that any JPM Portfolio Transfer shall not constitute a Change of Member Control.
Change of Member Control means, in the case of any Member, an event or series of related events that result in a Member ceasing to be Controlled by the Person that controlled such Member immediately prior to such event. Commitment - means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other contracts, agreements or commitments that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory or contractual pre-emptive rights or pre-emptive rights granted under a Person’s organizational or constitutive documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person. Company - initial paragraph. Control - shall mean the possession, directly or indirectly, of the power and authority to direct or cause the direction of the management and policies of a Person, whether through ownership or control of Voting Stock, by contract or otherwise. Day - a calendar Day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day.
Change of Member Control with respect to any Member, an event that causes such Member to cease to be Controlled by such Member’s then Parent; provided, however, that the term “Change of Member Control” shall not include any of the following events:
Change of Member Control means, (i) with respect to BP and OSG, an event (such as a Disposition of voting securities) that causes such Member to cease to be completely Controlled by such Member's Parent and (ii) with respect to Keystone, an event which results in Keystone being controlled by a Person other than its initial members and Chas. Kurz & Co., Inc.
Change of Member Control means, in the case of any Member, an event (such as a Disposal of voting securities) or series of related events that result in a Member ceasing to be Controlled by the Person that was such Member's Parent immediately prior to such event. CHANGE PURCHASING MEMBER - Section 9.04(b)(ii). CHANGE UNEXERCISED PORTION - Section 9.04(b)(ii). CHANGING MEMBER - Section 9.04(a). CODE - the Internal Revenue Code of 1986, as amended from time to time. COMMITMENT - means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other contracts, agreements or commitments that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory or contractual pre-emptive rights or pre-emptive rights granted under a Person's organizational or constitutive documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person. COMMON UNITS - as defined in the MLP Agreement. COMPANY - initial paragraph. COMPANY MINIMUM GAIN - that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d). COMPETITOR - any Person that, together with its Affiliates, derives aggregate revenues of at least $25 million from oil and natural gas production, extraction, processing, transportation, gathering, fractionation, storage or power generation, in each case, that is in competition with the MLP and such revenues constitute a substantial portion of its total revenues.