Majority Preferred Members definition

Majority Preferred Members means, at any time, the Preferred Member(s) (other than the FRBNY Member) that own Preferred Units representing more than fifty percent (50%) of the then sum of the aggregate Junior Liquidation Preference plus the aggregate Senior Liquidation Preference.
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Majority Preferred Members means, at the relevant time of reference thereto, those Members that own or hold at such time a majority of the Preferred Units owned or held by all of the Members at such time.
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Majority Preferred Members shall have the meaning set forth in Section 4.6(a).
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Examples of Majority Preferred Members in a sentence

  • In the event that the Company is required to effect an initial public offering pursuant to, and in accordance with, the provisions of Section 2.1 of the Investors’ Rights Agreement, the Board of Managers, the Majority Preferred Members and all other Members shall cause the Company to convert from a Delaware limited liability company to a Delaware corporation pursuant to, and in accordance with, the foregoing provisions of this Section 4.12 prior to the closing of such initial public offering.

  • Such number of Managers constituting the whole Board of Managers may not be increased or decreased without the consent of the Majority Preferred Members; provided, however, that it is understood that there may be one or more vacancies on the Board of Managers from time to time and that the actual number of Managers serving on the Board of Managers from time to time may be less than seven (7).

  • With respect to the Company’s initial public offering, if any, to the extent that such initial public offering has been approved by the Board of Managers and the Majority Preferred Members, the Company shall be converted from a Delaware limited liability company to a Delaware corporation (the “Corporation”) and, in connection with such conversion, each outstanding Unit shall be converted into one share of common stock of the Corporation.

  • Such automatic conversion shall become effective immediately upon the making of such election by the Majority Preferred Members unless such election shall specify a different effective date and time for such automatic conversion, in which case such automatic conversion shall become effective on the effective date and time specified in such election by the Majority Preferred Members.

  • Whenever this Agreement provides that the Preferred Members and/or the Majority Preferred Members shall be permitted or required to vote on, approve or consent to any action, matter or proposal, such vote, approval or consent shall be solicited, and given, either (1) at a meeting of members of the Company in which all Preferred Members present and entitled to vote shall vote separately from the Common Members or (2) by written consent pursuant to Section 5.11(c).

  • If, at any time following March 26, 2021, an IPO Corporation has not consummated an IPO, then the Majority Preferred Members may seek to cause the Company or an IPO Corporation to effect an initial public offering in respect of the Company under the Securities Act by delivering written notice to the Board (such notice, the “IPO Initiation Notice”).

  • Notwithstanding the foregoing, the Majority Preferred Members delivering any IPO Initiation Notice may withdraw such IPO Initiation Notice at any time by delivering, in their sole discretion, a subsequent written notice to the Board.

  • Notwithstanding anything to the contrary in Section 11.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the LLC shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Preferred Members, a written notice from the Majority Preferred Members stating that such Majority Preferred Members object to such amendment.

  • Notwithstanding the foregoing, the Majority Preferred Members delivering any Platform Company Sale Initiation Notice may withdraw such Platform Company Sale Initiation Notice at any time by delivering, in their sole discretion, a subsequent written notice to the Board.


More Definitions of Majority Preferred Members

Majority Preferred Members means Members holding a majority of the outstanding Series D Preferred Units, Series C Preferred Units and Series B Preferred Units (taken together as a single class on a number of Units outstanding basis).
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Related to Majority Preferred Members

  • Supermajority Vote means the affirmative vote of at least two-thirds of all of the members of the Operating Committee or any Subcommittee, as applicable, authorized to cast a vote with respect to a matter presented for a vote (whether or not such a member is present at any meeting at which a vote is taken) by the Operating Committee or any Subcommittee, as applicable (excluding, for the avoidance of doubt, any member of the Operating Committee or any Subcommittee, as applicable, that is recused or subject to a vote to recuse from such matter pursuant to Section 4.3(d)); provided that if two-thirds of all of such members authorized to cast a vote is not a whole number then that number shall be rounded up to the nearest whole number.

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Preferred Member means a Member holding Preferred Units.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Majority Owner has the correlative meaning.

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.8

  • Supermajority means, with respect to any Class of Notes, the holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Class B Members means the Members holding Class B Units.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Majority Term Lenders at any time, (a) if only one Term Lender holds the Term Loan, such Term Lender; and (b) if more than one Term Lender holds the Term Loan, at least two Term Lenders who hold more than 50% of the principal sum of all Term Loans outstanding; provided that the portion of the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Term Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Class A Members means those Members who have purchased Class A Interests.

  • Majority in Liquidation Amount of the Preferred Securities means a vote by the Holder(s), voting separately as a class, of more than fifty percent (50%) of the aggregate Liquidation Amount of all then outstanding Preferred Securities issued by the Issuer.

  • Unit Majority means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units.

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Majority Participants means the Holder(s) of more than 50% of the Outstanding VMTP Shares.

  • Majority Owned means the holding beneficially or legally of more than 50 per cent. of the issued share capital (or equivalent) or voting rights of such person (excluding any part of that issued share capital (or equivalent) that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • Simple Majority means a decision made by the Management Committee by more than 50% of the votes represented and entitled to be cast at a meeting thereof.