Departing Members definition
Examples of Departing Members in a sentence
Departing Members shall not be entitled to receive notices, vote, call meetings or act as proxies.
The Departing Members on the one hand and the Company on the other will split the cost of any such necessary third party.
Departing Members," as used herein, will mean a Company that is no longer permitted under the Code to be included in the consolidated federal income tax return.
The Departing Member's conduct shall be prohibited by Sections 4, 5 and 6 hereof regardless of how it is carried out, whether as an officer, director, stockholder, agent, employee or salesman for any Person; provided, however, the foregoing restrictions shall not apply to the ownership by the Departing Member of not more than two percent (2%) of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted on NASDAQ.
Departing Members to receive their allocated share of any payments due from the Host and be responsible for their allocated share of any payments due to the Host, through the effective date of departure.
The term "Departing Members", as used herein, will mean a member of the Titan Group that is no longer permitted under the Code to be included in the consolidated federal income tax return.
Recognizing the Departing Member's unique position in the Company and the detriment to the Company were the Departing Member to directly or indirectly compete with the Company, and in consideration for the mutual covenants contained in the Member Agreement, the Departing Member has agreed to refrain from directly or indirectly competing with the Company under the terms and conditions contained herein.
The Departing Member's LLC Interest shall be transferred free and clear of all liens and encumbrances and, except as otherwise provided, the Departing Member shall be released at the closing from any guarantees, obligations, liabilities or similar undertakings to third parties given by such Member on behalf of the LLC.
Pursuant to that certain Member Agreement by and among the Departing Member, the Company and others, the Departing Member sold all of its interest in Nuvest for a Purchase Price (as defined in the Member Agreement) that included compensation for the Departing Member's proportionate share of the good will of the Company.
Such procedure will be agreed upon by one representative of the Departing Members and one representative of the Company.