Sempra Member definition
Examples of Sempra Member in a sentence
If, at any time, the Members determine, with the consent of at least one Sempra Member, to add a representative of the SET Group’s management to the Board as a Director, the number of Directors shall be increased by two (2), including such representative of the SET Group’s management and such additional Director as RBS may by written notice to the Board appoint, and the number of Directors that the Sempra Members are entitled to appoint shall not be affected.
The Successor Member of the last Sempra Member to sell its interest in the Partnership shall succeed to all such rights.
Within ten (10) Business Days of the delivery of the Accounting Dispute Notice (or, if later, the date on which the Members select an Accounting Expert other than that named above), RBS and the Sempra Member Group will each deliver to the other and to the Accounting Expert a notice setting forth in reasonable detail their calculation of the Final Buyback Consideration.
If RBS submits a Notice of Objection, then (a) for twenty (20) Business Days after the date the Sempra Member Group receives the Notice of Objection, the Sempra Member Group and RBS will use their commercially reasonable efforts to agree on the calculation of the Final Buyback Consideration and (b) failing such agreement within twenty (20) Business Days of such Notice of Objection, the matter will be resolved in accordance with Clause 13.1.3(ix) below.
The Board shall not file any such Tax Return without the approval of the Sempra Member Group, which approval shall not be unreasonably withheld or delayed.
If RBS fails to deliver a Notice of Objection in accordance with this Clause 13.1.3(viii), the Proposed Buyback Consideration, together with the Sempra Member Group’s calculation thereof, shall be conclusive and binding on all parties and it shall become the “Final Buyback Consideration”.
In the event that either SG or SETI, but not both, has Transferred its interest in the Partnership pursuant to Clause 16.3.2 to a Person other than RBS or an Associated Company of RBS, then the references to “Sempra Members”, “Sempra Member Group” and “Sempra Director” in this Clause 12, and the rights of the Sempra Members to appoint such directors and otherwise to exercise rights under this Clause 12, shall reside with the Member or Members that continue to be part of the Sempra Member Group.
If either Sempra Member objects to any items on the Tax Return which affect the Taxes of the Partnership or any other member of the SET Group relating to a Pre-Closing Tax Period or to the portion of any Straddle Period for the Partnership or any other member of the SET Group which ends on the date of the Closing, then the Board must adopt the position of such Sempra Member unless such position may cause a material adverse Tax consequence to the Partnership or RBS.
If such position may cause a material adverse Tax consequence to the Partnership or RBS but an opinion of suitable independent tax counsel, concluding that such Sempra Member’s position is more likely to succeed than not, is obtained in the relevant jurisdiction at Sempra Energy’s expense, then the position of such Sempra Member must be adopted by the Board.
This letter serves as the Transfer Notice to you, the ▇▇▇▇▇▇▇▇ 66 Member, with respect to the proposed Sale, which is required to be delivered by the Sempra Member pursuant to Section 7.1.2 of the LLC Agreement.