Member Consent definition

Member Consent means consent of both (A) CFS and (B) (i) so long as CHS holds all of the Membership Interests issued to CHS on the CHS Closing Date, the consent of CHS or (ii) from and after the date on which CHS shall Transfer any of the Membership Interests issued to CHS on the CHS Closing Date, to the extent permitted by and in accordance with the terms hereof, the consent of either CHS or any one of such permitted Transferees (or permitted Transferees thereof) as shall be designated in writing by CHS to the Company from time to time. For the avoidance of doubt, only one Person shall be authorized to exercise a Member Consent on behalf of all Members holding Membership Interests that were originally issued to CHS at the CHS Financial Closing.
Member Consent means the approval, voting by Units held by the Members, of the Members holding a majority of the outstanding Units, excluding Units owned and voting by Leucadia or an Affiliate of Leucadia, provided, if a Member is disproportionately adversely affected by any action requiring Member Consent compared to other Members (other than Leucadia or Affiliates of Leucadia), such Member’s consent shall also be required.
Member Consent means the approval, voting by Units held by the Members, of the Members holding a majority of the outstanding Units, excluding Units owned and voting by NBM or Jefferies or of their respective Affiliates; provided that if a Member is disproportionately adversely affected by any action requiring Member Consent compared to other Members (other than NBM or Jefferies or of their respective Affiliates), such Member's consent shall also be required.

Examples of Member Consent in a sentence

  • Objections to any statement and any disputes concerning the findings of, and questions raised as the result of, audits of the Company’s books shall be settled by Member Consent.

  • Unless otherwise determined by Member Consent, such tax returns shall be prepared by independent certified public accountants selected pursuant to Section 7.6, who shall sign such returns as preparers.

  • The taxable year of the Company shall be the calendar year, unless otherwise required by the Code or, subject to obtaining consent of the Internal Revenue Service, the Members determine otherwise by Member Consent.

  • Any disputes over tax elections shall be resolved by Member Consent.

  • The Company shall make any and all tax accounting and reporting elections and adopt such procedures as shall be approved by Member Consent.


More Definitions of Member Consent

Member Consent means (a) until the Series A Redemption Date, Series A Consent; (b) from the Series A Redemption Date until the Series B Redemption Date, the consent of the Series B Members and Common Members who are Record Holders of a majority of the outstanding Series B Preferred Units and Series C Common Units, voting together as if a single class; and (c) from and after the Series B Redemption Date, the consent of the Common Members who are Record Holders of a majority of the outstanding Series C Common Units.
Member Consent has the meaning set forth in Section 6.01(g).
Member Consent shall have the meaning assigned to it in Section 6.6 hereof.
Member Consent means the affirmative vote of both Members.
Member Consent means the execution and delivery of Support Agreements approving this Agreement and the Transactions by members of Seller holding both (a) more than 50% of all of the issued and outstanding Units and (b) a majority of the Class C Preferred Units.
Member Consent means any consent required to be given by the Ambac Member pursuant to Article IX of the Operating Agreement in connection with the Transaction.
Member Consent means the written consent of Members owning at least 66 2/3% of the Ownership Interests.