Examples of Major Member in a sentence
Except for this Section 3, this Agreement will terminate upon the closing of (i) a Liquidity Event, or (ii) with respect to each Major Member, at such time as such Major Member ceases to hold Company equity securities.
Within 15 days following delivery of the Offer Notice, Holdings LLC shall deliver written notice (the “Available Unit Notice”) to each Major Member setting forth the number and type of Subject Securities which it has elected to purchase and the number and type of Subject Securities which are available for purchase by the Major Members (“Available Units”).
If a Participating Major Member does not own Units of the same class or series as the Sale Units, such Participating Major Member will substitute in such Transfer the Units of the class or series held thereby that are closest in value to the Sale Units as measured by a Unit’s Pro Rata Share.
Each Major Member who does not exercise such option in accordance with the above requirements shall be deemed to have waived all of such Major Member’s rights with respect to such issuance.
The presentation of an executed copy of this Agreement by any Qualifying Executive, Major Member or such other holder to the independent accountants of the Company or any of its Subsidiaries shall constitute permission to its independent accountants to participate in discussions with such Investors or their respective officers, directors, managers, employees, agents or advisors.
No other course of dealing between the Company or any Investor or other Major Member or any delay in exercising any rights hereunder shall operate as a waiver of any rights of any such Persons.
In recognition of this fact, each Major Member agrees that, in the event of a breach by such Major Member of any of such provisions and in addition to Parent’s remedy at law, Parent shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
Each of the Major Members (other than the Subject Holder) shall be entitled, within 15 days following delivery of the Sale Notice, to give written notice (a “Tag-Along Notice”) to the Subject Holder and Holdings LLC that such Major Member desires to participate in such proposed Transfer upon the price, terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Units such Major Member desires to include in such proposed Transfer.
Each Major Member shall then be entitled to purchase a portion of the Available Units by delivering written notice (the “Available Unit Purchase Notice”) to Holdings LLC and the Transferring Holder within 10 days following delivery of the Offer Notice setting forth the maximum number of Subject Securities of each class or series which such Major Member desires to purchase.
A Member who satisfies following conditions as is the Full Member / Major Member.