Intel Member definition
Examples of Intel Member in a sentence
The authorized officer or representative shall, on request, provide the Managing Member, the TPG Member, the Intel Member and the TB Member with copies of each such document as filed and recorded.
Except with the consent of the TPG Member and the Intel Member, PubCo shall not and shall not cause any of its Subsidiaries to operate or conduct any business other than through the Company and its Subsidiaries.
Neither the Company nor any of its Subsidiaries shall contribute or otherwise Transfer any assets that constitute Property of such Transferor entity to a domestic or foreign entity treated as a corporation for U.S. federal income tax purposes, without the consent of each of the TPG Member and Intel Member, except that (a) the Company and its Subsidiaries through which the Company owns equity in McAfee HoldCo Corp.
The Company shall not make any tax election or adopt any method of tax allocation in a manner inconsistent with past practice that would materially affect the TPG Member or a TPG Affiliated Fund without the TPG Member’s prior written consent, and the Company shall not make any tax election or adopt any method of tax allocation in a manner inconsistent with past practice that would materially affect the Intel Member without the Intel Member’s prior written consent.
These rights with respect to the Managing Member, the TPG Member, the Intel Member and the TB Member shall survive such Member becoming a former Member.
For the avoidance of doubt, distributions made under this Section 5.03(f) may not be used to pay or facilitate dividends or distributions on the common stock of PubCo or pursuant to the Tax Receivable Agreement without the consent of each of the TPG Member and the Intel Member and must be used solely for the express purposes set forth under the immediately preceding sentence.
Notwithstanding any other provision in this Agreement, any amendment to this Agreement having the effect of amending or modifying this Section 8.05(a) (including for the avoidance of doubt Schedule 8.05(a)) shall require the prior written consent of the Intel Member, the TPG Member and (if such amendment involves adding Person to Schedule 8.05(a) or the TB Member is otherwise adversely effected by such amendment), the TB Member.
Upon written request of the TPG Member, the Intel Member or the TB Member, for a purpose reasonably related to such Member’s interest in the Company, the Company shall furnish to such Member a copy of such tax return.
Each Member (other than the Intel Member, the TPG Member, and the TB Member) hereby appoints the Managing Member as such Member’s attorney-in-fact (with full power of substitution) and hereby authorizes the Company to execute and deliver in such Member’s name and on its behalf any amendment of this Agreement otherwise adopted in accordance with the terms of this Agreement or other document relating hereto in furtherance of such Member’s rights and obligations pursuant to this Agreement.
No Member (other than the Managing Member, the TPG Member and the Intel Member) shall have any right (except as otherwise explicitly accorded to a Member hereunder or under any other applicable agreement) to inspect the books and records of PubCo, the Company or any of its Subsidiaries, and each Member (other than the Managing Member, the TPG Member and the Intel Member) hereby waives its rights under Section 18-305(a) of the Delaware Act to the greatest extent permitted by applicable Law.