Tagging Members definition

Tagging Members has the meaning set forth in Section 10.5(b)(ii).
Sample 1Sample 2
Tagging Members shall have the meaning set forth in Section 11.5(a).
Sample 1
Tagging Members has the meaning set forth in Section 4.3(a).
Sample 1

Examples of Tagging Members in a sentence

  • If the Transferring Member is unable to cause the Transferee to purchase all the Membership Units proposed to be Transferred by the Transferring Member and the Tagging Members, then the number of Membership Units each such Member is permitted to sell in such Tag-Along Transfer shall be scaled back pro rata based on the number of Membership Units held by such Member relative to the number of Membership Units held by all Members participating in such Tag-Along Transfer.

  • If one or more Tagging Members elect to participate in the proposed sale of the Offered Interest under this Section 11.3, the Tagged Member shall allocate the Units included in the proposed sale among the Units of the Tagged Member and the electing Tagging Members, pro rata in proportion to their respective Sharing Ratios, with such sale otherwise on the Offered Terms.

  • The Tagged Member shall keep the electing Tagging Members advised regarding the timing of any such sale.

  • The Selling Members shall attempt to obtain inclusion in the Tag-Along Sale of the entire number of shares which the Selling Members and the Tagging Members electing to exercise Tag-Along Rights desire to have included in the Tag-Along Sale.

  • The Selling Member shall notify the Tagging Members of the results of this calculation within two (2) Business Days following receipt by the Tagging Member of the Tag Along Notice.

  • The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights".

  • If the Tagged Member does not sell the Offered Interest to the Proposed Purchaser within such 90-day period, the Tagged Member shall again afford the Tagging Members the participation rights set forth in this Section 11.3 with respect to any offer to sell, assign or dispose of all or any portion of the Offered Interest or any other Units held by the Tagged Member.

  • The Tag-Along Member shall negotiate in good faith with the Transferee(s) with the objective of consummating a Tag-Along Transfer involving the sale, assignment or transfer of Interests in an aggregate amount equal to the aggregate Interests desired to be sold, assigned or transferred by the Tag-Along Member and each of the Tagging Members.

  • At the time such Transfers are consummated, the Tag-Along Member shall require that the Transferee remit directly to the Tag-Along Member and the Tagging Members that portion of the consideration to which each of them is entitled.

  • The closing of any Tag Transfer shall be held at the principal office of the Company at 11:00 a.m. local time on a Business Day chosen by the Transferring Member(s) (upon at least five (5) days’ notice to the Tagging Members); provided that such closing may be held at such other time and place as the parties to the Tag Transfer may agree.

Related to Tagging Members

  • Remaining Members has the meaning set forth in Section 11.2.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Class B Members means the Members holding Class B Units.

  • Founding Member means any individual who is either:

  • Transferring Member has the meaning set forth in Section 9.4.

  • Other Members has the meaning specified in the recitals to this Agreement.

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Disposing Member is defined in Section 4.1.

  • Class A Members means those Members who have purchased Class A Interests.

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

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Redeeming Member has the meaning set forth in Section 11.01(a).

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Preferred Member means a Member holding Preferred Units.

  • Contributing Member shall have the meaning set forth in Section 3.2(b).

  • Participating member means a member who is required to make mandatory contributions by the applicable retirement act to his or her health reimbursement account.

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Unit Holders means all Unit Holders.