Examples of Member Parties in a sentence
If neither the Emdeon Parties nor the Purchaser Member Parties are entitled to participate in the designation of Independent Directors, then the three (3) Independent Directors may be designated by any Member beneficially owning at least 25% of the outstanding Units, and, if there are more than one such Member, by the agreement of all such Members.
Emdeon shall update Exhibit D from time to time to reflect the then-current list of Persons deemed to directly or indirectly compete under such clauses, and the Purchaser Member Parties may rely on such updated list for purposes of this Agreement.
The written consent of the Emdeon Parties and the Purchaser Member Parties shall, for so long as such Members are entitled to designate Independent Directors pursuant to clause (d) above (but subject to Section 6.1(c)), be required to remove without cause any of the Independent Directors and an Independent Director only may be removed for cause if a majority of the Directors approve such removal.
Xxxxxxxx, on the one hand, and the Member Parties, on the other hand, shall each, respectively, be responsible for its own fees and expenses incurred in connection with (a) the Action, and (b) the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby.
Subject to the foregoing, the Member Parties also desire to establish specialized committees to focus more closely on the Parties’ Development Activities, Commercialization Activities and finance activities hereunder.