Change Purchasing Member definition

Change Purchasing Member has the meaning set forth in Section 3.03(b)(v)(A).
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Change Purchasing Member. A Member that fails to exercise its Buy-out Right during such 15 Business Day period shall be deemed to have waived such right for the subject Change of Member Control, but not any right for any future Change of Member Control. If the Change Purchasing Members constitute less than all of the Members (other than the Changing Member), and consequently, there is a portion of the Changing Member’s Membership Interest for which such Buy-out Right has not been exercised (“Change Unexercised Portion”), then each Change Purchasing Member shall have three Business Days following the end of such 15 Business Day period in which to notify the other Change Purchasing Members and the Changing Member whether it desires to acquire the portion of the Change Unexercised Portion that is equal to a fraction, the numerator of which is the Sharing Ratio attributable to the Membership Interest held by such Change Purchasing Member and the denominator of which is the aggregate Sharing Ratios for the Membership Interests held by all Change Purchasing Members. If, at the end of such three Business Day period, there remains a Change Unexercised Portion, then the Change Purchasing Members shall have an additional three Business Day period in which to negotiate among themselves for a mutually-agreeable method of sharing the acquisition of the remaining Change Unexercised Portion. If the Change Purchasing Members are able to reach such agreement during such three Business Day period or if there is no longer a Change Unexercised Portion, then the Buy-out Right shall be deemed exercised by the Change Purchasing Members, and the Changing Member and the Change Purchasing Members shall close the acquisition of the Membership Interest in accordance with Section 9.04(b)(iii). If, however, the Change Purchasing Members are unable to reach such agreement during such three Business Day period, then the Buy-out Right shall be deemed to have been waived by the Change Purchasing Members. A Member that fails to exercise a right during any applicable period set forth in this Section 9.04(b)(ii) shall be deemed to have waived such right for the subject Change of Member Control, but not any right for any future Change of Member Control.
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Change Purchasing Member. If, at the end of such [***]-Day period, there remains a portion of the Membership Interest for which such General Buy-out Right has not been exercised (a “Change Unexercised Portion”), then the Change Purchasing Members shall have an additional [***]-Day period in which to elect to purchase the remaining Change Unexercised Portion. The Changing Member and the Change Purchasing Members shall close the acquisition of the Membership Interest in accordance with Section 3.03(b)(vi)(E). A Member that fails to exercise a right during any applicable period set forth in this Section 3.03(b)(vi)(A) shall be deemed to have waived such right for the subject Change of Control, but not any right for future Changes of Control. If none of the Founding Members exercises the General Buy-out Right, the Change of Control shall be effective and the successor in interest to the Changing Member shall be admitted as a Member upon compliance with Section 3.03(b)(iv).
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Examples of Change Purchasing Member in a sentence

  • To the extent one or more Diluted Member(s) exercise their Shipper Assignee Buy-out Right, such Diluted Member will be deemed a Change Purchasing Member.

  • To the extent a Non-Changing Founding Members or any of its Affiliates exercises its Operator Buy-out Right, such Non-Changing Founding Member (or its Affiliate) will be deemed a Change Purchasing Member.

  • A Change Purchasing Member may assign its right to receive any Membership Interest or LP Interest to one or more Affiliates.

Related to Change Purchasing Member

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Disposing Member is defined in Section 4.1.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • Purchasing Manager means the person duly authorized to enter into and administer Contracts and make written determinations with respect to the Contract or his or her designee.

  • Redeeming Member has the meaning set forth in Section 11.01(a).

  • Purchasing Party means a Party requesting or receiving a Service from the other Party under this Agreement.

  • Public purchasing body means the State or the subdivision or agency making a public purchase. Government Code Section 4550.

  • Founding Member means any individual who is either:

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Purchasing CLO shall have the meaning set forth in Section 16.3(d) hereof.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchasing Lender shall have the meaning set forth in Section 16.3(c) hereof.

  • Substitute Purchaser is defined in Section 21.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Purchasing group means any group which:

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.

  • Redeeming Partner has the meaning set forth in Section 8.6.A.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.