Class B Member Representative definition

Class B Member Representative means, as of the Effective Date, the Initial Investor, and thereafter, as of any date of determination, the Class B Member Representative shall be such of Investor’s Permitted Assignees designated as successor Class B Member Representative in accordance with Section 13.08; provided, however, that a Person may be permitted to serve as Class B Member Representative only if, and for so long as, such Person owns Class B Units or is the managing member or general partner that Controls a Class B Member.
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Class B Member Representative has the meaning set forth in the A&R LLC Agreement.
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Class B Member Representative means, from and after the Effective Date, the NEER Member; provided, however, that, if, prior to any date of determination, the NEER Member shall have designated any of its Permitted Assignees as successor Class B Member Representative in accordance with Section 13.08, then the Class B Member Representative shall be such Permitted Assignee; provided, further, that a Person may be permitted to serve as Class B Member Representative only if, and for so long as, such Person owns Class B Units or is the managing member or general partner that Controls a Class B Member. 897613.05-WILSR01A - MSW
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Examples of Class B Member Representative in a sentence

  • Initial Investor is hereby appointed as the initial Class B Member Representative.

  • Neither the Company, NEP Member, NEP, nor any other Person will be liable to any Class B Member, any of Affiliate thereof, or any other Person as a result of, in connection with, or relating to the performance of the Class B Member Representative’s duties and obligations under this Agreement, including with respect to any errors in judgment, negligence, oversight, breach of duty, or otherwise of the Class B Member Representative.

  • The Managing Member, the Company and each other Member shall, and shall cause their respective representatives to, use reasonable best efforts to cooperate with the Class B Member Representative in pursuing and effecting any Liquidity Event.

  • The Class B Members hereby confirm all that the Class B Member Representative shall do or cause to be done by virtue of its appointment hereby as the Class B Member Representative.

  • Initial Investor shall have the right to designate a successor Class B Member Representative upon written notice delivered to the Managing Member not less than ten (10) Business Days in advance of such designation; provided that the Person appointed to serve as successor Class B Member Representative must be a record owner of Class B Units or the managing member or general partner that Controls a Class B Member that owns Class B Units.

  • The Class B Members other than the NEP Class B Parties hereby confirm all that the Class B Member Representative shall do or cause to be done by virtue of its appointment hereby as the Class B Member Representative.

  • The Class B Member Representative shall regularly consult and cooperate with the Managing Member with respect to the status of the sale process for such Liquidity Event; provided, however, that no Member shall have any consent, voting, or appraisal rights with respect to the final terms of a Liquidity Event or have any right under this Agreement to object to a Liquidity Event that is completed in compliance with this Section 7.09.

  • All actions taken by the Class B Member Representative under this Agreement shall be binding upon each Class B Member other than the NEP Class B Parties and such Class B Member’s successors as if expressly confirmed and ratified in writing by such Class B Member, and all defenses that may be available to such Class B Member to contest, negate, or disaffirm the action of the Class B Member Representative taken in good faith under this Agreement are waived.

  • All actions taken by the Class B Member Representative under this Agreement shall be binding upon each Class B Member and such Class B Member’s successors as if expressly confirmed and ratified in writing by such Class B Member, and all defenses that may be available to any Class B Member to contest, negate, or disaffirm the action of the Class B Member Representative taken in good faith under this Agreement are waived.

  • The advisors, consultants, and other representatives retained by the Company or any of its Subsidiaries in connection with any matter subject to this Section 6.04 shall be selected by Class B Member Representative, in its reasonable discretion, and the reasonable, documented out-of-pocket fees, costs, and expenses of any such advisors, consultants, or representatives so selected by the Class B Member Representative shall be borne by the Company.


More Definitions of Class B Member Representative

Class B Member Representative means, as of the Effective Date, the GEPIF Investor, and thereafter, as of any date of determination, the Class B Member Representative shall be such of the GEPIF Investor’s Permitted Assignees designated as successor Class B Member Representative in accordance with Section 13.12; provided, however, that (i) for so long as the GEPIF Investor or one or more of its Affiliates own any Class B Units, the Class B Member Representative shall be the GEPIF Investor (or one of its Affiliates), and (ii) a Person may be permitted to serve as Class B Member Representative only if, and for so long as, such Person owns Class B Units or is the managing member or general partner that Controls a Class B Member.
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Class B Member Representative means Jxxxx X. Xxxxxx, or such other individual or Entity appointed as successor pursuant to Section 6.9.
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Class B Member Representative means the representative of the Class B Members designated from time to time in accordance with Section 12.08.
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Class B Member Representative means, as of the Effective Date, the SIP Member, and thereafter, as of any date of determination, the Class B Member Representative shall be such of the SIP Member’s Permitted Assignees designated as successor Class B Member Representative in accordance with Section 13.08; provided, however, that a Person may be permitted to serve as Class B Member Representative only if, and for so long as, such Person 870723.28-WILSR01A - MSW owns Class B Units or is the managing member or general partner that Controls a Class B Member.
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Related to Class B Member Representative

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Holder Representative has the meaning specified in Section 11.1.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Seller Representative means Xxxxx Bank.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Owner Representative means that Person or Persons designated by Owner in a written notice to Contractor who shall have complete authority to act on behalf of Owner on all matters pertaining to the Work, including giving instructions and making changes in the Work. The Owner Representative as of the Contract Date is designated in Section 4.9.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Investor Representative has the meaning assigned to such term in Section 2.1(a).

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Supplier Representative means the representative appointed by the Supplier from time to time in relation to this Framework Agreement;

  • 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.

  • Owner’s Representative has the meaning given in Section 2.2.

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Non-Managing Member means any Member other than the Managing Member.