Prior Members definition
Examples of Prior Members in a sentence
Except for Prior Members at the inception of the Directed Fund, for all levels of membership, an initial full year’s payment of fees is due upon receipt and acceptance of an executed membership agreement and payable within thirty days of the date of invoice from the LF.
For example, if $100 is available to be distributed pursuant to this Section 5.1.2 at a time when the Prior Member Distribution Percentage is 3%, then $97 shall be distributed to Investor, and $3 shall be distributed to the Prior Members, pro rata in accordance with their respective relative Membership Percentages.
Except for Prior Members at the inception of the Directed Fund, one year’s fees are due on acceptance as a member, and the second year’s fees are due at the first anniversary of membership.
At the Effective Time, the Company shall convert the Membership Interests of the Prior Members issued pursuant to the Prior LLC Agreement into the number of Series B Membership Interests set forth opposite such Member’s name under the column “Series B Membership Interests” on Exhibit A.
Except as otherwise expressly provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company; provided, however, that the foregoing does not negate a Member's or Prior Member's obligation to return funds wrongfully distributed to it.
If the Target Year Earnout Ceiling for the 2016 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2017 Earnout Stock.
As part of the Purchase Price payable at Closing, Buyer shall be obligated to assume the obligation of Seller to pay the Prior Members (subject to the Target Year Earnout Ceiling and the “Aggregate Earnout Ceiling”), the applicable Earnout Percentage of the Adjusted EBITDA (the “Earnout”) earned by the Companies, on a consolidated basis, for each Target Year subject to the credits in Section 2.2(a).
At Closing under the terms set forth in the Escrow Assignment and Assumption Agreement, Seller shall assign to Buyer all of its rights and obligations with respect to the Escrow Amount, which shall be held in escrow by the Escrow Agent on behalf of Buyer and the Prior Members in accordance with the Escrow Agreement.
The Escrow Amount shall be held and released by the Escrow Agent to the Prior Members or Buyer in accordance with the directions provided to the Escrow Agent or as otherwise provided in the Escrow Agreement in accordance with the terms and conditions of the Escrow Disbursement Agreement.
Upon such execution, all provisions of, rights granted and covenants made in the Prior Members Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect.