Examples of Granting Member in a sentence
Such proxies and powers are irrevocable and binding upon each of the Proxy Granting Members and the successors, assigns, representatives and executors thereof (each of whom is an Original Member) until the termination of this Agreement and shall revoke any and all prior proxies granted by such Proxy Granting Member with respect to the outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Proxy Granting Member.
Each Granting Member hereby assigns all of his right, title, and interest in and to any dividends or distributions to PFMS (other than distributions to pay income taxes on income of PFMG VII allocated to the Granting Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the PFMS Operating Agreement without Investor’s prior written approval.
If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Granting Member equal to the amount distributable to each Member under Section 5.5 of the PFMS Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”).
Each Granting Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMG (other than distributions to pay income taxes on income of PFMG allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval.
If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Granting Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”).
This Agreement shall automatically terminate (i) at 5 p.m. (Pacific time) on September 28, 2010 if the Call Option has not been exercised prior thereto, or (ii) immediately following the completion of the purchase of the Call Option Units (including payment of the Call Option Amount to each Granting Member) if the Call Option has been exercised.
Each Granting Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMS III (other than distributions to pay income taxes on income of PFMS III allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval.
No change in or modification of this Agreement shall be valid unless the same shall be in writing and signed by the Company, each Granting Member and PEI.
Each Granting Member hereby assigns all of his right, title, and interest in and to any dividends or distributions to PFMS (other than distributions to pay income taxes on income of PFMG VI allocated to the Granting Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the PFMS Operating Agreement without Investor’s prior written approval.
This Agreement may not be amended, modified, altered or supplemented except by means of a written instrument executed on behalf of each of the Corporation each of the Original Members; provided that the Corporation may update Schedule A and Schedule B to this Agreement following the admission of additional Original Members and/or Proxy Granting Member pursuant to Section 9 without the consent of the other parties hereto.