Examples of Initiating Members in a sentence
In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members.
The Responding Member may accept either the Initiating Member's offer to sell the Initiating Member's Units and Membership Interest or the Initiating Member's offer to purchase the Responding Member's Units and Membership Interest, each as set forth in the Buy/Sell Notice, by sending written notice (the "Acceptance Notice") of its acceptance of either such offer to the Initiating Member, with a copy to each Other Member, within forty-five (45) calendar days after its receipt of the Buy/Sell Notice.
If the Responding Member fails to send the Acceptance Notice to the Initiating Member within forty-five (45) calendar days after its receipt of the Buy/Sell Notice, the Responding Member shall be deemed to have accepted the Initiating Member's offer to purchase the Responding Member's Units and Membership Interest.
The Series A-2 Member or Series A-2 Members initiating a Drag-Along Transaction pursuant to this Section 7.4(a) are referred to as the “Drag Initiating Members.” Any action or determination to be made by the Drag Initiating Members may be made by the one or more Drag Initiating Members that constitute a majority of the Series A-2 Units held by all Drag Initiating Members.
If options to purchase have been exercised by the Non-Initiating Members with respect to some but not all of the Interests to be transferred by the end of the fifteen (15)-day period specified in the last sentence of Section 10.8 (the “Notice Period”), then the Initiating Members shall, immediately after the expiration of the Notice Period, send written notice to those Non-Initiating Members who fully exercised their options within the Notice Period (the “Exercising Members”) and the Company.
Whether to effect a Drag-Along Sale pursuant to this Section 8.06 shall be in the sole and absolute discretion of the Initiating Members.
In addition, the IPO Initiating Members (in connection with a Qualified Public Offering) and the Drag Initiating Members (in connection with a Drag-Along Transaction) shall be entitled to take all reasonably necessary actions on behalf of the Company and its Subsidiaries with respect to such transaction, including selecting an investment bank and/or underwriters, providing confidential information, selecting the winning bidder and negotiating the requisite documentation.
The Member seeking to initiate the Procedure (the "Initiating Member") shall give written notice to the other Members, describing in general terms the nature of the Dispute, the Initiating Member's claim for relief and identifying one or more individuals with authority to settle the Dispute on such Member's behalf.
Closing shall take place on or before the date specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Initiating Member's Interest or one or more Ownership Entities, the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close.
The Exit Notice shall also specify the Initiating Member's determination of the fair market value of all of the assets of the Company as of the date the Initiating Member delivers the Exit Notice (it being understood and agreed that to the extent the Company has any Subsidiaries, in making the determination of the value of the Company, the Subsidiaries shall be taken into account) (such determination, the "Stated Value of the Company").