Continuing Member Representative definition

Continuing Member Representative means Brent Handler or any Affiliate of Brent Handler designated in writing by Brent Handler to PubCo, the Company and each of the Continuing Members after the Effective Date.

Continuing Member Representative means ICL or any Affiliate of ICL designated in writing by ICL to PubCo, the Company and each of the Continuing Members after the Effective Time.

Continuing Member Representative means Insight or any Affiliate of Insight designated in writing by Insight to PubCo, the Company and each of the Continuing Members after the date hereof.

Examples of Continuing Member Representative in a sentence

• In addition to amendments effected in accordance with Section 11.12 or otherwise in accordance with this Agreement, Sections 5.03, 5.04 and 5.05 may also, so long as any such amendment does not materially change the relative economic interests of the Members and the prior written consent of the Continuing Member Representative has been obtained, be amended at any time by the Managing Member if necessary, in the opinion of tax counsel to the Company, to comply with such regulations or any applicable Law.

• The Company shall consult in good faith with the Continuing Member Representative with respect to any material tax election with respect to the Company that could reasonably be expected to have an adverse effect on the Continuing Members.

• The Members acknowledge and agree that the Members or their Affiliates will from time to time act in various capacities, including as a Member or, in the case of PubCo, the Managing Member or the Company Representative, or, in the case of Insight or an Affiliate thereof, the Continuing Member Representative.

• Notwithstanding the foregoing, (A) such allocations may be adjusted as reasonably deemed necessary by the Managing Member, acting in good faith, to give economic effect to the provisions of this Agreement and (B) allocations to holders of Class C Units shall be made in consultation with the Continuing Member Representative.

• Notwithstanding the foregoing, at the request of the Continuing Member Representative, the Managing Member will retain an investment banking firm of recognized national standing reasonably acceptable to the Continuing Member Representative to determine the Fair Market Value of such Units, assets or consideration.

More Definitions of Continuing Member Representative

Continuing Member Representative means Xxxxx Xxxxxxx or any Affiliate of Xxxxx Xxxxxxx designated in writing by Xxxxx Xxxxxxx to PubCo, the Company and each of the Continuing Members after the Effective Date.

Continuing Member Representative means Lake Street Landlords or any Affiliate of Lake Street Landlords designated in writing by Lake Street Landlords to PubCo, the Company and each of the Continuing Members after the date hereof.

Continuing Member Representative means PubCo or such other Person as may be appointed from time to time by holders of a majority of Units held by Continuing Members who hold Units at the time of determination.

Continuing Member Representative means the representative of the Continuing Members as set forth herein, who shall initially be CORE Industrial Partners Management LP, a Delaware limited partnership, and shall at all times that the CORE Parties collectively own any outstanding Units, be a CORE Party, and if a CORE Party no longer holds Units hereunder, it shall be a Person appointed by the Continuing Members holding a majority of the then outstanding Class A Units held by all Continuing Members.

Continuing Member Representative means the representative of the Continuing Members as set forth herein, who shall initially be Blackstone Capital Partners VII NQ L.P., a Delaware limited partnership, and shall at all times that the Blackstone Parties collectively own any outstanding Units, be a Blackstone Party, and if a Blackstone Party no longer holds Units hereunder, it shall be a Person appointed by the Continuing Members holding a majority of the then outstanding Class A Units held by all Continuing Members.

Continuing Member Representative means Series U.

Continuing Member Representative means CF OMS or any Affiliate of CF OMS designated in writing by CF OMS to PubCo, the Company and each of the other Continuing Members after the Effective Date.