Examples of LGI Member in a sentence
From the date of this Agreement until the Closing Date, the Company shall, and Buyer shall cause LGI Member to cause the Company to, operate and maintain its business in the Ordinary Course of Business and use best efforts to preserve intact its business organization and operations.
Buyer shall cause LGI Member to continue to operate and maintain the Company in good faith and pursuant to the Limited Liability Company Agreement, including operating the Company in accordance with the business plans of the Company, making all distributions and contributions and obtaining all necessary consents and approvals (including with respect to Major Decisions (as defined therein)) thereunder, in each case, as if no IPO was anticipated.
Notwithstanding anything to the contrary in this Agreement, immediately prior to the Closing, Buyer shall cause LGI Member, in its capacity as the “Managing Member” of the Company, to distribute Excess Cash (as defined in the Limited Liability Company Agreement) to the Members (as defined in the Limited Liability Company Agreement) in amounts determined in good faith in accordance with the Limited Liability Company Agreement.
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The number and frequency of Secondees shall be reasonably agreed between the LGI Member and the Cooperative, and shall be no fewer than two (2) at any point in time (if requested by the LGI Member).
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The LGI Member shall thereafter have twenty (20) Business Days in which to notify GeoPark of their election to exercise its rights to participate in such proposed sale by the GeoPark Member (the “Tag-Along Right”).
The LGI Member, shall have the right to request at its own cost, an audit over revenues or costs of the Cooperative to be carried-out by an internationally recognized and reputed auditors, no more than once a year.
All other costs and benefits shall be borne solely by the LGI Member.
The LGI Member hereby irrevocably agrees to execute and deliver, or cause to be executed and delivered to GeoPark Member or the relevant Affiliate of GeoPark Member, the relevant documents to ensure that GeoPark Member increases its Equity Rights in the Cooperative in accordance with the formula contained in Schedule 5.05 for the calculation of the incremental Equity Rights, as opposed to the formula contemplated in the Framework Agreement.