Purchaser Member definition
Examples of Purchaser Member in a sentence
Members acquiring their Units under this initial Offering shall be entitled to that portion of fifty percent (50%) of the Company’s Distributable Cash equal to said Unit Purchaser’s respective Interests relative to the Interests of all other Unit Purchaser Member Interests.
To the extent the Purchaser Member (or any of its Affiliates) wish to provide advisory and other customary deal-related services in connection with any potential transaction of the Company or any Subsidiary, such parties shall be required to present their suggested proposal or opportunity to the Board in advance of rendering the applicable service, which shall thereafter be provided pursuant to a Related Party Agreement.
The Purchaser Member and the Tax Matters Member shall endeavor in good faith to resolve any dispute regarding the foregoing within 30 days after receipt of the information by the Purchaser Member.
If the Company does not deliver an Election Notice before the end of the Election Period, then the Purchaser Member Parties shall have the option to deliver an Election Notice to the Emdeon Selling Members within twenty (20) days after the expiration of the Election Period.
If a Member Supplier believes that a third party auditor or another credible route for verifying data has been unreasonably rejected by the A (Purchaser) Member or (as the case may be) AB (Supplier and Purchaser) Member, the Member Supplier may appeal against this.
The right to purchase the Offered Schedule I Assets shall be exercisable by delivering written notice of exercise (an “Acceptance Notice”) within the Offer Period to the Servicer with a copy of the Acceptance Notice delivered contemporaneously to the Company and the Purchaser Member.
The Members agree and acknowledge that (a) the Purchaser Member and/or its Affiliates will rely on, and compile the books and records of the Company from, reports produced by the Servicers, (b) such books and records shall not be maintained in accordance with GAAP and (c) the Purchaser Member will engage a third party to prepare the tax returns for the Company in accordance with Section 8.4.
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.
A vacancy in any Board position designated by the Purchaser Member shall be filled by the Purchaser Member, and a vacancy in any Board position designated by the Seller Member shall be filled by the Seller Member.
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.