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”).
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.
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.
Each Declining Member and Curing Member hereby appoints the Board of Managers, or any officer designated by the Board of Managers, as the Declining Member’s and Curing Member’s duly authorized agent and attorney-in-fact for purposes of preparing and executing any amendments to this Agreement necessary to reflect any adjustment of Interests under this Section 4.2(b)(ii) .
If within 30 days after notice to the Members of the need for such financing, either Member declines to participate in providing its pro rata portion of such financing (the "Declining Member"), the Member who agreed to participate (the "Participating Member") may elect to provide the portion of the financing declined by the Declining Member.
A failure to undertake these actions would be non- responsive to the Congressional mandates and the NTSB recommendations.
In purchasing such Approving Member’s equity interest in the Independent Plant, the Additional Payment shall be paid by the Declining Member exercising such right.