Change Purchasing Member definition

Change Purchasing Member has the meaning set forth in Section 3.03(b)(v)(A).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2
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).
Sample 1

Examples of Change Purchasing Member in a sentence

  • 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 has the meaning set forth in Section 9.2(c).

  • Disposing Member is defined in Section 4.1.

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

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

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

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

  • Purchasing Party means CIG Media LLC, NBC Universal, Inc. and their respective Affiliates.

  • 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 purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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.