Specified Member definition
Examples of Specified Member in a sentence
The Management Operating Committee shall have the authority delegated to it by the WME Directors (provided, that (i) any Specified Member Matter may not be so delegated without the consent of the ▇▇▇▇▇▇▇▇ Member and the January Capital Member and (ii) any Specified Matter or other matter reserved for the Board hereunder may not be so delegated without the unanimous approval of the Board).
The aforesaid purchase shall be at a price equal to the Company Financial Interest (as defined in Section 10.7 below) of the Specified Member computed as of the last day of the month immediately preceding the date of the occurrence of the Specified Event.
Each Member other than the Specified Members hereby agrees to indemnify each Specified Member for any amounts paid by such Specified Member under this Article IX with respect to Damages arising from a breach by such Member of a representation or warranty in Article IV.
The term “Pro Rata Percentage” means with respect to each Specified Member, the proportion of the number of issued and outstanding Company Units held by such Specified Member immediately prior to the Closing as compared to the total number of Company Units held by all Specified Members immediately prior to the Closing.
Notwithstanding anything in this Article IX to the contrary, the Parties agree that with respect to any obligation of the Specified Members to indemnify pursuant to clause (v) of the first sentence of this Section 9.1(b), Pubco shall proceed against each Specified Member in proportion to their respective direct or indirect ownership (including through trusts or other entities controlled by such Specified Member) in the applicable Tempus Jets Entity.