Original Member Representative definition

Original Member Representative means the Founder or such other Person as may be appointed from time to time by holders of a majority of Company Units held by Original Members who hold Company Units at the time of determination.
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Original Member Representative means Xxxxxxx X. Xxxxxx or such other Person as may be appointed from time to time by holders of a majority of the Class B Units held by Original Members who hold Class B Units at the time of determination.
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Original Member Representative means Opal Holdco LLC or such other Person as may be appointed from time to time by holders of a majority of Units held by Original Members who hold Units at the time of determination.
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Examples of Original Member Representative in a sentence

  • The Members’ Capital Accounts will normally be adjusted on an annual or other periodic basis as determined by the Managing Member (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned), but the Capital Accounts may be adjusted more often if a new Member is admitted to the Company or if circumstances otherwise make it advisable in the judgment of the Managing Member.

  • Except as otherwise provided herein, the Managing Member shall determine whether to make any other available election pursuant to the Code; provided that the Managing Member shall consult in good faith with the Original Member Representative with respect to any material tax election with respect to the Company that could reasonably be expected to have an adverse effect on the Original Members.

  • Without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall obtain the prior written consent of the Original Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members.

  • Within ninety (90) days following the Closing Date and each Exchange Date, the Managing Member and the Original Member Representative shall use commercially reasonable efforts to agree to a reasonable allocation of the Stock Exchange Payment, the Cash Exchange Payment or other applicable consideration among the assets of the Company in accordance with Regulations Section 1.755-1(a)(2).

  • The Company shall account for such variation under the traditional method as described in Regulations section 1.704-3(b), or such other method determined by the Managing Member and permitted by Regulations (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned).

  • In addition, the Managing Member is hereby authorized to designate or remove any other Person selected by Managing Member as the Partnership Representative (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned); provided that all actions taken by the Partnership Representative pursuant to this Section 10.3 shall be subject to the overall oversight and authority of the Board.

  • When a CPU, VPO, and/or CPO contract is awarded, terminated, suspended, or deactivated, it is entered into CPUT by District personnel.

  • The Company shall account for such variation under the traditional method as described in Regulations section 1.704-3(b), or such other method determined by the Managing Member and permitted by Regulations (with the approval of the Original Member Representative).

  • The Managing Member shall be entitled to a make-whole payment for the tax liability realized by the Managing Member as a result of the receipt of any distributions as the Equity Securities described in this Section 4.4(a)(i) as determined by the Managing Member; provided, however, that the Original Member Representative shall have the right to review and provide comments, which will be reasonably considered by the Managing Member.

  • In addition, the Managing Member is hereby authorized to designate or remove any other Person selected by Managing Member as the Partnership Representative (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned); provided that all actions taken by the Partnership Representative pursuant to this Section 10.3 shall be subject to the overall oversight and authority of the Parent Board.


More Definitions of Original Member Representative

Original Member Representative means Ghost Media Group, LLC or such other Person as may be appointed from time to time by holders of a majority of Units held by Original Members who hold Units at the time of determination.
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Related to Original Member Representative

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Original member of this retirement system means:

  • Additional Members means those Members, if any, admitted to the Company after the Effective Date.

  • Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.

  • Additional Member has the meaning set forth in Section 12.02.

  • Initial Member has the meaning set forth in the introductory paragraph.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Owner Representative means that Person or Persons designated by Owner in a written notice to Contractor who shall have complete authority to act on behalf of Owner on all matters pertaining to the Work, including giving instructions and making changes in the Work. The Owner Representative as of the Contract Date is designated in Section 4.9.

  • Panel Member ’ means a member of a panel;

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Holder Representative has the meaning specified in Section 11.1.

  • Tribal Member means an enrolled member of the Tribe.

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Seller Representative means Xxxxx Bank.

  • Supplier Representative means the representative appointed by the Supplier from time to time in relation to this Framework Agreement;

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • Neutral Member has the meaning provided in Section 2. 1(f)(ii) of this Single Family Shared-Loss Agreement.

  • Advisory Representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Designated Employer Representative (DER) means a designated school district representative authorized to take immediate action to remove employees from safety-sensitive duties, to make required decisions in the testing and evaluation process, and to receive test results and other communications for the school district.