Group Member Transferee definition

Group Member Transferee has the meaning set forth in Section 10.2.
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Group Member Transferee has the meaning set forth in Section 10.2. “Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and listing requirements and shall include, for the avoidance of any doubt, the Act. “Letter Agreement” shall mean that letter agreement, dated the date hereof, by and among CFS, the Company and CHS. “Lien” means any lien (statutory or otherwise), charge, encumbrance, mortgage, pledge, hypothecation, security interest, deed of trust, option, preemptive right, right of first refusal or first offer, title defect or other adverse claim of any third party, in each case whether voluntarily incurred or arising by operation of Law. “Liquidity Facility” means, for the Company, (a) cash on hand, (b) a standby letter of credit, demand line of credit, revolver or other demand credit facility issued by a financial institution with assets of no less than $1,000,000,000 and a credit rating of A- from Standard & Poor’s and A3 by Xxxxx’x, (c) a demand line of credit, with a term of no less than fifteen (15) years and a right to accrue unpaid interest and principal, issued by CF, or (d) other liquidity facility previously approved in writing by CHS, including, in each case, any renewal, extension, replacement, supplement, and any increase in the availability there under. “Manager” means a natural person appointed to the Board of Managers pursuant to the provisions of this Agreement. Each Manager shall be a manager (as defined in § 18- 101(10) of the Act) of the Company for all purposes of the Act. “Management Agreement” has the meaning set forth in Section 9.4(d). “Member Consent” shall mean consent of both (A) CFS and (B) (i) so long as CHS holds all of the Membership Interests issued to CHS on the CHS Closing Date, the consent of CHS or (ii) from and after the date on which CHS shall Transfer any of the Membership Interests issued to CHS on the CHS Closing Date, to the extent permitted by and in accordance with the terms hereof, the consent of either CHS or any one of such permitted Transferees (or permitted Transferees thereof) as shall be designated in writing by CHS to the Company from time to time. For the avoidance of doubt, only one Person shall be authorized to exercise a Member Consent on behalf of all Members holding Membership Interests t...
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Examples of Group Member Transferee in a sentence

  • No Transfer by a Member to a Group Member Transferee shall affect the number of Managers that may be appointed by such Member pursuant to this Agreement; provided that if a Group Member Transferee shall acquire all of the Membership Interests of a Member, then such Group Member Transferee shall be substituted for such Member and shall succeed to such Member’s right to appoint Managers.

Related to Group Member Transferee

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Partnership Group Member means any member of the Partnership Group.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Disposing Member is defined in Section 4.1.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.