Tagging Members definition

Tagging Members has the meaning set forth in Section 10.6(c) hereof.
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Tagging Members shall have the meaning set forth in Section 8.4(d).
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Tagging Members has the meaning set forth in Section 4.3(a).
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Examples of Tagging Members in a sentence

  • 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".

  • 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.

  • Members, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith.

  • 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 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.

  • 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.

  • A Tagging Member’s proportional share of the Units to be sold to the Proposed Transferee shall equal the product of (i) the number of Units held by such Tagging Member divided by the aggregate number of Units held by the Selling Member and all Tagging Members (including the applicable Tagging Member) participating in such Disposition multiplied by (ii) the aggregate number of Units to be sold to the Proposed Transferee in such Disposition.

  • If the proposed transferee in such Tag-Along Sale elects to purchase less than all of the interests sought to be sold by Tagging Members, the number of membership interests in the Company to be sold to such proposed transferee by the Tagging Members shall be reduced pro rata.

  • The Selling Members shall notify the Tagging Members in writing of any proposed Tag-Along Sale at least twenty (20) days prior to the anticipated closing date for such proposed Tag-Along Sale (a “ Tag-Along Notice”).

  • The expenses of such Qualified Appraisal Firm shall be shared equally by the Company and the Tagging Members (with the portion of such expenses payable by the Tagging Members to be allocated among the Tagging Members in proportion to the number of Tagging Units offered to be sold by each Tagging Member).

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 any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Founding Member means any individual who is either:

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

  • Purchasing Member has the meaning set forth in Section 9.2(c).

  • 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.

  • 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).

  • 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 an eligible employee who elects to participate in the defined contribution retirement plan established under this chapter.

  • Initiating Member has the meaning set forth in Section 7.5.

  • 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.

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

  • crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.