Member Parent definition

Member Parent means, with respect to a Member, the first company in the chain of ownership that directly or indirectly owns and Control such Member on the Effective Date or, if applicable, from and after the date of a Change of Member Control in accordance with Section 9.1(b)(iv), and that is itself not a special purpose entity (i.e., it owns meaningful (as measured by dollar value) assets in addition to its direct or indirect ownership interests in such Member.)
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Member Parent means (a) in the case of Crestwood, CEQP, unless and until CEQP either (or both) no longer (i) owns, directly or indirectly, at least twenty percent (20%) of the Economic Interests of Crestwood or (ii) Controls Crestwood; (b) in the case of CEGPS, ConEdison, unless and until ConEdison either (or both) no longer (i) owns, directly or indirectly, at least twenty percent (20%) of the Economic Interests of CEGPS or (ii) Controls CEGPS; and (c) in the case of any Member (including Crestwood, but only if CEQP is no longer Crestwood’s Member Parent, and including CEGPS, but only if ConEdison is no longer CEGPS’s Member Parent), the Person that (i) owns, directly or indirectly, at least twenty percent (20%) of the Economic Interests of such Member, (ii) Controls such Member, and (iii) is not Controlled by any other Person that also owns, directly or indirectly, at least twenty percent (20%) of the Economic Interests of such Person. For the avoidance of doubt if no Person satisfies (a), (b) or (c) of this definition, with respect to ownership and Control of a Member, such Member shall be its own Member Parent.
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Member Parent means, with respect to RCN-Sub, RCN (as defined above), and, with respect to BecoCom, BETG, and their respective successors and assigns, whether by means of merger, spinoff or otherwise.
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Examples of Member Parent in a sentence

  • I understand that cadets may be released from the academy on a temporary basis for any one or both of the following purposes: Wedding of Parent or Guardian or Death of Immediate Family Member (Parent or Guardian, Sibling, Grandparent or Great-Grandparent only) either Biological or Adopted.

  • The language used in this Agreement will be deemed to be the language chosen by Seller, Majority Member, Parent and Purchaser to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

  • Except as provided in clause (i) or (ii) of this Section 11.01(b), each Identified Growth Project shall be an opportunity that only the Company or a Subsidiary thereof may pursue and Crestwood and CEGPS shall not, and shall cause their respective Member Parent and Member Parent’s Subsidiaries not to, directly or indirectly, own, invest in, develop, construct, operate or otherwise pursue, whether alone or with any other Person, such Identified Growth Project.

  • If a Parent Group Member realizes a Tax Benefit upon its utilization of a Tax Asset of a Cal Dive Group Member, Parent shall make a payment to Cal Dive equal to the Tax Benefit realized to the extent such utilized Tax Asset of the Cal Dive Group Member arose or accrued during any Post-IPO Period.

  • Except as provided in this Section 10.2.3, a "Change in Control" of any Member or of any Person which Controls such Member directly or indirectly (a "Member Parent") is (i) prohibited until the date which is the third (3rd) anniversary of the Commencement Date; and (ii) permissible thereafter, subject to the right of first negotiation and matching rights set forth in Section 10.2.2 above.


More Definitions of Member Parent

Member Parent means, (a) with respect to any Initial Member, any Person designated as such with respect to such Member on the signature page to this Agreement and (b) with respect to any Additional Member, such other Person, if any, designated as a Member Parent by such Additional Member and the Company in an addendum to this Agreement in connection with the admission of such Additional Member, which other Person owns or controls, directly or indirectly, with one or more Affiliates, more than 50% of [**] of such Additional Member. “Member Parent” also includes a successor Member Parent designated pursuant to Section 3.02(e).
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Member Parent means the Person which directly Controls a Member, regardless of who (if anybody) Controls (directly or indirectly) such Member Parent.
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Member Parent means (i) with respect to Xxxxxxx, Xxxxxxx Power Inc., a Delaware corporation, (ii) with respect to TEPS, ThermoEnergy Corporation, a Delaware corporation and (iii) with respect to any other Member, the ultimate parent entity Controlling such Member.
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Member Parent means MHI with respect to CHC and OSI with respect to Outback.
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Member Parent means, with respect to RCN-Sub, RCN,and, with respect to PCI-Sub, PCI, and their respective successors and assigns, whether by means of merger, spinoff or otherwise, provided that, (a) if PCI-Sub becomes a subsidiary of another Entity following compliance with Section 3.3 hereof, then the Member Parent with respect to PCI-Sub shall mean such other Entity and (b) if RCN-Sub becomes a subsidiary of another Entity following compliance with Section 3.3 hereof, then the Member Parent with respect to RCN-Sub shall mean such other Entity.
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Member Parent means, with respect to any Member, (i) in the case of Cymer or any Member that is an Affiliate of Cymer, Cymer, Inc., (ii) in the case of Zeiss LOB or any Member that is an Affiliate of Zeiss SMT, Xxxx Zeiss SMT AG and (iii) in the case of any Member that is not an Affiliate of either Cymer or Zeiss SMT, the ultimate parent company of such Member.
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Member Parent means each of Och-Ziff Real Estate Advisors LP; Foxwoods Development Company, LLC; Clairvest Group Inc.; and Lakes Entertainment, Inc.
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