Diluted Member definition
Diluted Member has the meaning set forth in Section 3.03(b)(ii)(B). Dispose, Disposing, or Disposition – means, with respect to any asset (including a Membership Interest or any portion thereof), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of Law (and, with respect to a Membership Interest, any derivative or similar arrangement whereby a portion or all of the economic interests in, or risk of loss or opportunity for gain with respect to, such Membership Interest is transferred or shifted to another Person), including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession or otherwise; (b) in the case of an asset owned by an entity, (i) a merger or consolidation of such entity (other than where such entity is the survivor thereof) or (ii) a distribution of such asset by such entity to its shareholders, partners, members, or other equity owners, including in connection with the dissolution, liquidation, winding-up or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance.
Diluted Member has the meaning set forth in Section 6.1(f).
Examples of Diluted Member in a sentence
The outstanding balance shall accrue interest at the interbank borrowing rate that banks charge each other for overnight loans (the “fed funds rate”) and shall be evidenced by a promissory note which shall contain an acknowledgment by the Diluted Member that the obligations under such promissory note are not obligations of the Company or the other Members except for the Member(s) that have elected the purchase option in this Section 7.2(d).
The Diluted Member shall thereafter be entitled to appoint three (3) individuals to the Board while the other Member shall be entitled to appoint four (4) individuals to the Board.