Series B Member Representative definition

Series B Member Representative means Health Plan Intermediaries, LLC.
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Series B Member Representative means D. E. Shaw MWP Acquisition Holdings, L.L.C. (attn: Xxxxx Xxxxxx).
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Examples of Series B Member Representative in a sentence

  • Any Dispute concerning such advice shall be subject to Section 7.09; provided, however, that only the Series B Member Representative shall have the right to object to such advice pursuant to this Section 6.02.

  • Within five (5) Business Days of a Tax Benefit Schedule that was delivered to Series B Member Representative becoming final in accordance with Section 2.03(a), HII shall pay to the Applicable Series B Members the applicable Tax Benefit Payment determined pursuant to Section 3.01(b).

  • The applicable Schedule shall become final and binding on all parties unless the Applicable Series B Member, within 30 calendar days after an Exchange Basis Schedule or amendment thereto or a Tax Benefit Schedule or amendment thereto was provided to the Series B Member Representative, provides HII with notice of a material objection to such Schedule (“Objection Notice”) made in good faith.

  • If the Series B Member Representative provides HII with written notice of its objection to the calculation of the Early Termination Payment, and the Series B Member Representative and HII, for any reason, cannot agree upon the amount of the Early Termination Payment within 30 calendar days following HII’s receipt of the Series B Member Representative’s objection, HII and the Series B Member Representative shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

  • The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, unless otherwise agreed by HII and the Series B Member Representative, have any material relationship with either HII or the Series B Member Representative.

  • HII shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to affect the Series B Members’ rights and obligations under this Agreement without the consent of the Series B Member Representative, such consent not to be unreasonably withheld or delayed.

  • On no more than a quarterly basis, HII agrees to confirm, at the request of the Series B Member Representative, the Market Value of the applicable Class A Shares with respect to any Exchanges in the prior calendar quarter.

  • If HII exercises its right of early termination under Section 4.01, HII shall deliver to the Series B Member Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying HII’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment, and the Series B Member Representative shall promptly provide such notice and schedule to each Series B Member.

  • The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the American Arbitration Association and (ii) binding on HII and the Series B Member Representative and may be entered and enforced in any court having competent jurisdiction.

  • In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of HII, the Series B Member Representative shall pay all of the fees, or if the items in dispute are resolved 50% in favor of HII and 50% in favor of the applicable Series B Member, each of HII and the Series B Member Representative shall pay 50% of the fees of the Expert.

Related to Series B Member Representative

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Holder Representative has the meaning specified in Section 11.1.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Seller Representative means Xxxxx Bank.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Owner Representative means that Person or Persons designated by Owner in a written notice to Contractor who shall have complete authority to act on behalf of Owner on all matters pertaining to the Work, including giving instructions and making changes in the Work. The Owner Representative as of the Contract Date is designated in Section 4.9.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Investor Representative has the meaning assigned to such term in Section 2.1(a).

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Supplier Representative means the representative appointed by the Supplier from time to time in relation to this Framework Agreement;

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • Advisory Representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Preferred Member means a Member holding Preferred Units.