GDC Members definition

GDC Members means Sxxxxx Xxxxxxxx, Mxxxxx Xxxxxxxx and any Person to whom either of them Transfers its Interest, for so long as such Person shall hold an Interest.
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GDC Members means Samuel Ginsburg, Martin Ginsburg and any Person to whom either of them Transfers its Interest, for so long as such Person shall hold an Interest.
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Examples of GDC Members in a sentence

  • If the Members are unable to reach a mutual resolution during the Negotiation Period, then the GDC Members (for purposes of this Section 10.5, the “Sales Member”), shall thereafter be authorized and directed to use its commercially reasonable efforts to secure a third-party arms-length purchaser (a “Purchaser”) of the Property, as set forth below.

  • The Managing Member shall prepare and file the tax returns required to be filed by the Company or shall cause such tax returns to be prepared and filed; provided, however, that with respect to any tax returns of the Company or any Affiliate with respect to a taxable period ending on or prior to the Closing Date, the GDC Members shall be responsible for the preparation of such tax returns at its cost and subject to the reasonable review and comment rights of the Managing Member.

  • The consent of the GDC Members shall not be unreasonably withheld, delayed or conditioned.

  • Prior to the Property Owner entering into any Major Lease, or any extension, renewal, or expansion of any Major Lease, the Managing Member shall deliver written notice thereof to the GDC Members, which notice shall request the consent of the GDC Members to such Major Lease or such extension, renewal or expansion of a Major Lease, as the case may be, and include a copy of such lease, extension, renewal or expansion agreement.

  • In this Agreement, except as otherwise expressly provided herein, (a) the “consent” or “approval” of the Members shall mean the written consent or written approval of all of the Members and (b) whenever any action is required under this Agreement by the GDC Members, it shall be by the affirmative vote of the holders representing more than fifty percent (50%) of the Interest Percentage then held by the GDC Members as a group.

  • In performing its role as “tax matters partner”, the Tax Matters Member shall have veto and approval rights with respect to any material decision, provided, however, the Tax Matters Member shall not take any action adverse to the GDC Members without the prior written consent of the GDC Members.

  • If the transferor is ARA, then for this purpose the Managing Member shall be the GDC Members.

  • Notwithstanding the foregoing, the GDC Members shall be permitted to grant to the lender under the Mezzanine Loan a security interest in their respective Interest.

  • In the event the GDC Members do not respond to such request within five (5) days of delivery of the Property Owners written notice, the GDC Members’ consent to such Major Lease or such extension, renewal or expansion of a Major Lease, as the case may be, shall be deemed irrevocably given.

  • For the purpose of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 and the GDC Members shall be $9,174,929, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof.

Related to GDC Members

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

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

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

  • 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.

  • 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.

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

  • Team Members means the members of the Team, jointly and severally;

  • Members means the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.

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

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

  • Unitholders means the holders of Units.

  • Committee Members means persons formally appointed by the Board to sit on or to chair specific committees.

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

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

  • Unit Holders means all Unit Holders.

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

  • Panel Member ’ means a member of a panel;

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Consortium Members means the members of the Consortium, formed by the Bidder for purposes of the Transaction in accordance with this RFP and shall include members who have submitted the Format for Consortium Agreement (Annexure 5) specified in the RFP.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

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

  • Preferred Member means a Member holding Preferred Units.

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).