Series A Preferred Member definition

Series A Preferred Member means a Member holding Series A Preferred Units.

Series A Preferred Member means a Member holding Series A Preferred Shares.

Series A Preferred Member means each Person that holds a Common Unit and has been admitted as a member in the Company, including the initial common member set forth in the preamble to this Agreement.

Examples of Series A Preferred Member in a sentence

• A person shall be admitted as a Member of the Company on the date hereof if as of such time (a) this Agreement or counterpart hereof is executed by or on behalf of such Person and (b) such Person is listed as a Common Member of the Company on Exhibit A or as a Series A Preferred Member on the Company Register.

• Michael Loukas, President of the Trust, represents a Series A Preferred Member on the Board of Managers of Zodiac Spirits, LLC.

• The Sellers and the Company shall use their reasonable best efforts to obtain from each of the Series A Preferred Members a counterpart of the Series A Preferred Interest Purchase Agreement duly executed by each such Series A Preferred Member prior to Closing.

• The Company shall furnish to each Series A Preferred Member a certificate setting forth, in reasonable detail, (i) the calculation of the adjustments computed in accordance with the terms hereof, (ii) the Series A Conversion Price then in effect and (iii) the Common Units Deemed Outstanding and the amount, if any, of Common Units that then would be received upon the conversion of such Member’s Series A Preferred Units.

• In addition, Purchaser shall pay one-third (1/3) of the Net Purchaser Royalties (as defined below) to each of the Series A Preferred Member and the Series B Preferred Members, such sum to be divided among the Series B Preferred Members in proportion to their percentage ownership interests in the Series B class of membership interests in Seller.

• In no event shall any Series A Preferred Member be required to fund additional Capital Contributions after its Remaining Commitment has been reduced to $0.00.

• At the option of a Series A Preferred Member or Series C Preferred Member (as applicable), such Member may elect to have its Undistributed Incentive A Return or Undistributed Incentive C Return (as applicable) paid in Common Units in an amount equal to the Undistributed Incentive A Return or Undistributed Incentive C Return (as applicable) for each such Unit divided by the Invested Capital for a Series A Preferred Unit or Invested Capital for a Series C Preferred Unit (as applicable).

• All costs incurred in such inspection will be borne by the requesting Series A Preferred Member; provided, that if it is determined that the Company or any of its Subsidiaries is in breach of this Agreement, then such costs will be borne by the Company.

• Each such Person may acquire only one (1) Series A Preferred Unit at a purchase price of $1,000.00 per Series A Preferred Unit, and shall be admitted as a Series A Preferred Member upon payment of such purchase price and execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument must be reasonably satisfactory to the Board.

• Notwithstanding any of the provisions to this Agreement to the contrary, from and after the date that the aggregate amount of distributions under Section 8.1(a)(2) equal to the aggregate Capital Contributions made by the Series A Preferred Member, then the right of the Series A Preferred Member to appoint a Manager shall cease and any such Manager shall be removed without cause.

More Definitions of Series A Preferred Member

Series A Preferred Member means Squadron Capital, LLC.

Series A Preferred Member has the meaning given to such term in the Company LLC Agreement; “Series A Preferred Return” has meaning given to such term in the Company LLC Agreement; “Specified Court” means the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if such court finds it lacks subject matter jurisdiction, the United States District Court located in the State of Delaware, or, if such court also finds it lacks subject matter jurisdiction, the state court of the State of Delaware; “Statement Preparation Principles” means (a) GAAP, and (b) to the extent consistent with GAAP, the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Consolidated Audited Statements (with consistent classifications, assumptions, judgments, inclusions, exclusions and valuation and estimation methodologies), in each case as modified by the accounting principles set forth in Exhibit A; “Statutory Accounting Principles” means (a) SAP, and (b) to the extent consistent with SAP, the accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies, that were used in the preparation of the Statutory Audited Statements; provided that, for purposes of calculating the total liabilities of the Captive Reinsurer, reserve balances in Trial Balance account 201020 (Loss Reserves- Loss Corridor) related to Treaty Year 2023 shall be calculated based on the same Managing General Agent gross loss ratio amount, consistent with actuarial standards, as that used to calculate Trial Balance account 200300 of the Company (as further described in Appendix A of Exhibit A); “Straddle Period” means a taxable period that includes (but does not end on) the Closing Date; “Subsidiary” of any person means another person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body and is owned directly

Series A Preferred Member means any Member owning Series A Preferred Units, which Member shall be identified as a Series A Preferred Member on Exhibit A, as such may be amended from time to time by the Board in accordance with this Agreement.

Series A Preferred Member has the meaning set forth in Section 3.2(a).

Series A Preferred Member means a holder of record of Series A Preferred Interests.