Examples of LGI Member in a sentence
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.
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.
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.
This Agreement (and the attachments hereto) set forth the entire understanding of the GeoPark Member and the LGI Member with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written between or among them with respect to the subject matter hereof; provided, however that, for the avoidance of doubt, the Framework Agreement shall not apply to this Agreement.
As of the Effective Date, Holdings and the LGI Member approve Assignee’s admission as the Fund III Member of Holdings, with all of the rights, privileges and obligations accruing to the Fund III Member of Holdings.
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).
The Parties hereby agree that any controversy or claim arising out of this Agreement between LGI Member, on the one hand, and one or more of the Cooperative and the GeoPark Member, on the other, or any controversy or claim arising out of the Bylaws, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
If a Relevant Company (other than the Cooperative) or a subsidiary of a Relevant Company does not have a board of directors, the parties must ensure that decisions and approvals relating to such company with respect to the matters set out in 4.02(a) require consent (by affirmative vote or otherwise) either by the LGI Member or by the Director nominated by the LGI Member, as applicable.
Subject to the conditions stated below, the GeoPark Member shall have the right (a “Drag-Along Right”) to force the LGI Member to also Transfer its membership (rights) to the Third Party Buyer on the same terms and conditions upon which the GeoPark Member participates in such Transfer to the Third Party Buyer.
All other costs and benefits shall be borne solely by the LGI Member.