Declining Member definition
Examples of Declining Member in a sentence
If any Offeree Member (a "Declining Member") declines to purchase all or any part of its pro rata portion of the Offered Units, the non-Declining Members may purchase the declined Offered Units on a pro rata basis.
Within ten (10) business days after receipt of notice from the Declining Member, the non-Declining Member may elect to contribute both its share and the Declining Member's share of the Additional Capital Contribution, and thereafter, the percentage interests of the Members will be adjusted, on a dollar-for-dollar basis, to reflect the new relative proportions of the capital accounts of the Members.
In the event a Member (a "Declining Member") declines to make an Additional Capital Contribution, it will notify the other Member and the Company in writing within ten (10) business days of delivery of the Capital Call Notice requesting such Additional Capital Contribution.
Each Contributing Member shall have the right, thereafter, within three days after receipt of the Shortfall Notice to contribute all or a portion of such Member(s)’ Shortfall Amount to the Company (a “Shortfall Contribution”), in which event such Shortfall Contribution shall be treated as a loan to the Declining Member (each, a “Member Loan”).
The distributions paid on the Member Loan shall nonetheless be considered distributions to the Declining Member for all purposes under this Agreement, including but not limited to determination of the Declining Member’s Capital Contribution Balance and whether the Declining Member has received it Minimum Preferred Return.
Any such payment that would otherwise be distributed hereunder to a Declining Member that is made to the Non-Declining Member who has made a Member Loan shall be treated for all purposes of this Agreement as having been distributed to the Declining Member.
Such notice by the Accepting Members (“Cover Notices”) must be delivered to the Separating Member, the Declining Member, and every other Accepting Member within thirty (30) days of the initial Separation Notice.
Each Declining Member shall have the right to cause the Company to exercise the option set forth in the Section 4.14(c).
Each Contributing Member shall have the right, thereafter, within three (3) days after receipt of the Shortfall Notice to contribute all or a portion of such Member(s)’ Shortfall Amount to the Company (a “Shortfall Contribution”), in which event such Shortfall Contribution shall be treated as a loan to the Declining Member (each, a “Member Loan”).
In the event there is more than one Responding Member, and any one such Responding Member shall have given (or is deemed to have given) a Put Notice (a “Declining Member”), the other Responding Member(s) that had given a Call Notice, if any (the “Accepting Members”), shall be entitled to provide a Call Notice to the Separating Member as to the Interests that the Declining Member was entitled to call but rejected (the “Declined Interest”).