Examples of Priority Members in a sentence
If any Member (other than a Priority Member holding a majority of the Class A Units) desires to Transfer all or a portion of the Member’s Units to any Person, such Transfer shall not constitute a Permitted Transfer unless such Member shall afford the Company and the Priority Members a right of first refusal pursuant to this Section 11.4.
In the event the Company elects to borrow funds from one or more Members, each Priority Member shall have the right, but not the obligation, to loan to the Company his or its proportionate share of the aggregate principal amount of funds borrowed from the Member or Members, which amount shall be based upon such Member’s Percentage Interest (taking into account only the Percentage Interests of the Priority Members).
Any such shareholders agreement shall also include substantially equivalent demand and piggy back registration rights for the benefit of the Priority Members (and excluding the Members holding Class C Units) on customary terms and conditions.
The Member desiring to Transfer Units shall be known as the “Disposing Member” and the Priority Members (other than the Disposing Member) shall be known as the “Non-Disposing Members” for purposes of this Agreement.
Except as otherwise provided in this Agreement, or as otherwise required by the Act, the Priority Members shall vote together as a single class on any matter requiring the approval or consent of the Members.
The Priority Members shall have the right to vote on the matters specifically reserved for their approval or consent set forth in this Agreement.
A Member desiring to Transfer Units shall first provide to the Company and the Priority Members at least one hundred twenty (120) days’ prior written notice of the Member’s intention to make a Transfer of Units (the “Disposition Notice”), provided, however, that a Disposition Notice may be issued to the Company and the Priority Members by a Member only after such Member has received a bona-fide offer from an unrelated third-party relating to the Transfer of the Units that the Member desires to Transfer.
The members of the board of managers shall be designated by vote of the Members voting as follows: The Priority Members (as defined in section 4.1) shall have 90.9% of the votes, allocated among the Priority Members in accordance with their Priority Percentages (as defined in section 4.1), and the Common Members (as defined in section 4.1) shall have 9.1% of the votes, allocated among the Common Members in accordance with their Common Percentages (as defined in section 4.1).
Priority Members acknowledge that the terms of the Company Interest held by one Priority Member may not be identical to the terms of the Company Interest held by another Priority Member.
Priority Members acknowledge that the terms of the Company Interest held by one Priority Member may not be identical to the terms of the Company Interest held by another Priority Member; more specifically, all Priority Members investing over a minimum investment threshold shall be entitled to a warrant providing for a right to purchase Xxxxxxxx’x Class A common stock on terms more specifically set forth in a separate warrant agreement entered into by the Priority Member and Xxxxxxxx.