Member Transferee definition

Member Transferee shall have the meaning specified in Section 18.18(a) of the Participation Agreement.
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Member Transferee means any Member who has directly or indirectly received its Membership Interest through a Disposition from another Member.
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Member Transferee has the meaning set forth in Section 3.2.4.
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Examples of Member Transferee in a sentence

  • Any forfeiture of Units shall, without any further action by Managing Member, Transferee, the Company or any other Person, result in an automatic Transfer of the Units so forfeited hereunder from Transferee to Transferor.

  • This Agreement shall inure to the benefit of, and may be enforced by, Initial Member, Transferee and the Company and their respective successors and assigns.

  • No Transfer by a Member to a Group Member Transferee shall affect the number of Managers that may be appointed by such Member pursuant to this Agreement; provided that if a Group Member Transferee shall acquire all of the Membership Interests of a Member, then such Group Member Transferee shall be substituted for such Member and shall succeed to such Member’s right to appoint Managers.

  • No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and executed by Initial Member, Transferee and the Company.

  • The Placement Warrants shall be non-redeemable so long as the Purchaser or a Member Transferee hold such Placement Warrants following their issuance by the Company to the Purchaser.

  • If for any reason, without fault of Initial Member, Transferee fails to consummate the purchase of the LLC Interest, upon the terms and conditions set forth in this Agreement, Initial Member's liquidated damages, and sole and exclusive remedy, shall be to retain the Xxxxxxx Money Deposit.

  • To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 7.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee.

  • No Member, Transferee, Assignee, Charging Order Holder, or other Person has the right to require the return of any capital contribution; however, the Company may return all or any portion of a Member’s capital contribution with the unanimous consent of the Manager if, after such distribution, all liabilities of the Company, including borrowing from Members could be paid.

  • To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 8.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee.

  • If for any reason, without fault of Initial Member, Transferee fails to consummate the purchase of the LLC Interest, upon the terms and conditions set forth in this Agreement, Initial Member’s liquidated damages, and sole and exclusive remedy, shall be to retain the Xxxxxxx Money Deposit.


More Definitions of Member Transferee

Member Transferee means a Person to whom the interest of a Member in Profits and Losses and Distributions has been transferred but who has not become an additional or substitute Member pursuant to the provisions hereof and applicable law.
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Related to Member Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Substitute Member means a Person who is admitted as a Member of the Company pursuant to Section 2.7 as a result of a Transfer of Shares to such Person.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

  • Disposing Member is defined in Section 4.1.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Transfer student A student who enters a participating college or university after earning college-level credit at another college or university.

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Initial Holder has the meaning set forth in the preamble.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Founding Member means any individual who is either: