Dragged Members definition

Dragged Members shall have the meaning set forth in Section 9.10(a).
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Dragged Members has the meaning set forth in Section 5.3(a).
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Dragged Members has the meaning set forth in Section 3.5.3(a).
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Examples of Dragged Members in a sentence

  • The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the consideration proposed to be paid in connection with the Drag-Along Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale, which shall be no less favorable in the aggregate to the Dragged Members than as set forth in the Initial Offer Notice.

  • The Drag-Along Sellers will promptly notify the Dragged Members in writing in connection with any change in the material terms and conditions of the Drag-Along Sale; provided, that without complying again with the procedures set forth in Section 9.02 with respect to any proposed Drag-Along Sale, such modified terms shall be no less favorable in the aggregate to the Dragged Members (or more favorable to the Drag-Along Sellers) then the terms set forth in the Initial Offer Notice.

  • In the event that the Section 9.10 Proposed Purchaser does not purchase the Section 9.10 Drag-Along Membership Interests from the Section 9.10 Dragged Members on the same terms and conditions as purchased from the Section 9.10 Selling Members, then such Section 9.10 Dragged Members shall have the right to require the Company to cause the Section 9.10 Selling Members making such Transfer to purchase on such terms and conditions such Section 9.10 Drag-Along Membership Interests if the Transfer occurs.

  • However, the Dragged Members shall not be required to make any representation or warranty to the Buyer, other than as to good title to any Dragged Shares, absence of liens with respect to such Dragged Shares, the Dragged Member’s power and authority to undertake the proposed sale, and the validity and enforceability of the Dragged Member’s obligations in connection with it.

  • There is a great deal of information that is readily available from the West Virginia Natural Heritage Database (online) and the Kentucky Department of Fish and Game Species List (online) that summarizes information on the conservation status of freshwater fauna for both vertebrates and invertebrates.

  • When used in this Section 8.10, the phrase “same per unit consideration” shall not include any employment, consulting, change of control or any other consideration payable to the Dragged Members who are Management Holders pursuant to any other arrangements, whether in connection with such Drag-Along Sale or otherwise, and the phrase “same form of consideration” shall not apply to any Units in connection with a “rollover” in such Drag-Along Sale.

  • Any costs and expenses incurred by or on behalf of any or all of the Dragged Members in connection with any proposed Transfer pursuant to this Section 8.4 (whether or not consummated) shall be borne by the respective Dragged Members incurring such expenses.

  • Any amount otherwise payable to the Drag-Along Transferor and the Dragged Members under this Section 8.4(f) shall be subject to reduction for any Tax (as defined in the Contribution Agreement) or other amounts required to be withheld under applicable Law.

  • If the Drag-Along Sellers are given an option as to the form and amount of consideration to be received, to the extent reasonably possible the same option will be given to the Dragged Members.

  • After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3.


More Definitions of Dragged Members

Dragged Members shall have the meaning set forth in Section 11.7(a).
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Dragged Members has the meaning set forth in Section 1 of Annex IX.
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Dragged Members shall have the meaning ascribed to it in Section 8.4(a).
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Dragged Members has the meaning set forth in Section 9.2.1.
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Related to Dragged Members

  • Class B Members means the Members holding Class B Units.

  • Preferred Member means a Member holding Preferred Units.

  • Class A Members means those Members who have purchased Class A Interests.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Class A Member means a Member holding one or more Class A Ordinary Shares.

  • Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.

  • Other Members has the meaning specified in the recitals to this Agreement.

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Unit Holders means all Unit Holders.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Deferred member means a person who elected to receive deferred vested retirement

  • Founding Member means any individual who is either:

  • Designated member means the spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest in a wholesaler, who is entitled to inherit the deceased individual's ownership interest in the wholesaler under the terms of the deceased individual's will, or who has otherwise been designated in writing by the deceased individual to succeed the deceased individual in the wholesaler's business, or is entitled to inherit such ownership interest under the laws of intestate succession of this state. With respect to an incapacitated individual owning an ownership interest in a wholesaler, the term means the person appointed by a court as the conservator of such individual's property. The term also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler.

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Unitholders means the holders of Units.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Associate Members means the individuals or firms which have agreed to Joint Venture in connection with the Project;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Initial Member has the meaning set forth in the introductory paragraph.