Changing Member definition

Changing Member shall have the meaning set forth in Section 5.3(b).
Sample 1Sample 2Sample 3
Changing Member has the meaning set forth in Section 3.03(b)(v)(A).
Sample 1Sample 2Sample 3
Changing Member has the meaning set forth in Section 3.03(b)(vi)(A).
Sample 1Sample 2Sample 3

Examples of Changing Member in a sentence

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

  • Each of EQT and USG and their respective Affiliates (other than the Changing Member) shall have [***] Business Days, subject to any reasonable and necessary extension to obtain customary board approval, following the determination of [***] of such Membership Interest in which to notify each other Member and the Changing Member whether it desires to exercise its General Buy-out Right.

  • 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.

  • Each Member (other than the Changing Member) shall have 15 Business Days following the determination of the Fair Market Value of such Membership Interest in which to notify the other Members (including the Changing Member) whether such Member desires to exercise its Buy-out Right.

  • The Changing Member and the Change Purchasing Members shall close the acquisition of the Membership Interest in accordance with Section 3.03(b)(v)(E).

  • Each of EQT and USG and their respective Affiliates (excluding the Changing Member and its Affiliates) shall have the right (but not the obligation) to acquire all or any portion of the Membership Interest of the Changing Member that is equal to, [***].

  • If none of EQT or USG or their respective Affiliates 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).

  • At the closing, the Changing Member shall execute and deliver to the Company or the Change Purchasing Members, as applicable, an assignment of the Membership Interest that is subject to such Change of Member Control free and clear of Encumbrances, other than those created by this Agreement or by the Change Purchasing Members, and any other instruments reasonably requested by the Company or the Change Purchasing Members, as applicable, to give effect to the purchase.

  • The Company and each Member shall have 15 Business Days after receipt of the FMV Notice to dispute the fair market value set forth therein by notice to the Changing Member.

  • For purposes of this Section 9.04, fair market value means the cash value for which a third-party buyer and third-party seller under no compulsion would be willing to buy or sell the Membership Interest of the Changing Member.

Related to Changing Member

  • Exchanging Member means a Member that Exchanges some or all of its Units.

  • Exchanging Partner has the meaning provided in Section 8.05(a) hereof.

  • Founding Member means any individual who is either:

  • 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.

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

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Participating member means a member who is required to make mandatory contributions by the applicable retirement act to his or her health reimbursement account.

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

  • Junior Member means a registered Member of the Club who is younger than 18 years of age.

  • New member means a person first employed on or after Septem- ber 1, 2005, including a former member who withdrew retirement contributions under Government Code 822.003 and is reemployed on or after September 1, 2005.

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

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

  • Contributing Member shall have the meaning set forth in Section 3.2(b).

  • Disposing Member is defined in Section 4.1.

  • Other Member means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

  • Founder Member means a subscriber to these rules for the purposes of registration;

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

  • Bona fide member means an individual who participates in activities of a qualified organization

  • 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;

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

  • Active member means a member of the pension program or the individual account program

  • 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.

  • Principal Member means the person who signs the application and is responsible for the payment of premiums.

  • Deferred member means a person who elected to receive deferred vested retirement

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;